Common use of Conversion Procedure; Settlement Upon Conversion Clause in Contracts

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (y) any amount payable in cash upon conversion of the Notes as set forth in this Indenture will continue to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII (Conversion of Notes). If, in the case of any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Conversion Procedure; Settlement Upon Conversion. (a) This Note shall instead be deliverable deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that is the Maturity Date, provided that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) to the Company during the Conversion Period. Within five (5) Business Days after the delivery of the Note and the Conversion Notice to the Company, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) deliver to the Holder certificate(s) representing the number of Class A Shares delivered upon each such conversion, (iii) deliver to the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion, and (iv) cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Article 5. (b) [Reserved] (c) If the Holder submits the Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the delivery of the Class A Shares upon such conversion of the Note, unless the tax is due because the Holder requests such Class A Shares to be issued in a name other than the Holder’s name, in which case (i) if in the name of any Person which is an Affiliate of the Holder, the Company shall pay that tax or (ii) if in the name of any other Person, the Holder shall pay that tax. The Company shall pay the relevant fees for issuance of the Class A Shares and shall pay the relevant depositary’s fees for any future conversion of the issued Class A Shares into the ADSs. (d) Except as provided in Section 4.1, no adjustment shall be made for dividends on any Class A Shares delivered upon any conversion of this Note as provided in this Article 3. (e) Without prejudice to the Holder’s right to receive the interest in accordance with Section 3.3(h), the Company’s settlement of each conversion pursuant to this Article 3 shall be deemed to satisfy in full its obligation to pay the principal amount and type of Reference Property that the Note converted. (f) The Holder in whose name the certificate for any Class A Shares delivered upon conversion is registered shall be treated as a holder of that number record of ADSs would have been entitled to receive in such Merger Event; Class A Shares as of the close of business on the relevant Conversion Date. Upon a conversion of the entire outstanding amount of the Note, the Holder shall no longer be a holder of the Note surrendered for conversion. (yg) The Company shall not issue any amount payable in cash fractional Class A Share upon conversion of the Notes as set forth Note and shall instead pay cash in this Indenture will continue to be payable in cash, and (z) lieu of any fractional Class A Share deliverable upon conversion based on the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Class A Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for . (h) Nothing in this Article XIII (Conversion of Notes). If, in 3 shall prejudice the case of Holder’s entitlement to receive interest on any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoingDefaulted Amounts in accordance with Section 2.6.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs Ordinary Shares would have been entitled to receive in such Merger Event; (y) any amount payable in cash upon conversion of the Notes as set forth in this Indenture these Conditions will continue to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADSOrdinary Share. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) Holders of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs Ordinary Share receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 1.00 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS Ordinary Share in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture conditions described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII XI (Conversion of Notes). If, in the case of any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indentureconditions, and such supplemental indenture conditions shall contain such provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (ya) any amount payable in cash upon Upon conversion of any Note, the Notes as set forth in this Indenture will continue Company shall cause to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer delivered to the consideration referred to converting Holder, in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion respect of each $US$1,000 principal amount of Notes shall be solely cash in an amount being converted, a number of ADSs equal to the Conversion Rate or Qualified Equity Financing Conversion Rate (as the case may be) in effect immediately prior to the close of business on the relevant Conversion Date multiplied by or the price paid per ADS Qualified Equity Financing Conversion Date (as the case may be), together with a cash payment, if applicable, in such Merger Event and lieu of any fractional ADSs (B“Fractional ADSs”) (assuming delivery of the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders maximum number of ADSs due upon conversion that do not represent a fractional ADS) in accordance with subsection (j) of this Section 14.02, on the second third Business Day immediately following the relevant Conversion Date or the Qualified Equity Financing Conversion Date (as the case may be); provided that, if a Conversion Date occurs after the Ordinary Shares have been replaced by the Reference Property consisting solely of cash in accordance with Section 14.07, the Company shall cause the consideration due in respect of the conversion to be paid to the converting Holder on the tenth Business Day immediately following the related Conversion Date. Such supplemental indenture described For the avoidance of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver ADSs upon conversion of any Note to any person or deal with cash payments in the second immediately preceding paragraph shall provide relation to conversions, except for anti-dilution and other adjustments that cash payments in lieu of any fractional ADS. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as nearly equivalent as is practicable to the adjustments provided for in this Article XIII set forth above, such Holder shall (Conversion of Notes). If, i) in the case of any Merger Eventa Global Note, comply with the Reference Property includes shares procedures of Capital Stockthe Euroclear and Clearstream in effect at that time and complete, securities manually sign and deliver a duly completed irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or other property or assets (including cash or any combination a facsimile thereof) (a “Notice of Conversion”) and (ii) in the case of a Person other than Physical Note (1) complete, manually sign and deliver a duly completed irrevocable Notice of Conversion to the Conversion Agent at the specified office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any ADSs to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the successor specified office of the Conversion Agent and (3) if required, furnish appropriate endorsements and transfer documents. The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion or purchasing Personthe date set forth in clause (ii) of Section 14.01(c), as the case may be, . No Notice of Conversion with respect to any Notes may be delivered and no Notes may be surrendered by a Holder for conversion thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Merger Event, then Notes and not validly withdrawn such other Person Fundamental Change Repurchase Notice in accordance with Section 15.03. A Notice of Conversion shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions be deposited in duplicate at the office of any Conversion Agent on any Business Day from 9:00 a.m. to protect 3:00 p.m. at the interests location of the Holders Conversion Agent to which such Notice of Conversion is delivered. Any Notice of Conversion and any Physical Note (if issued) deposited outside the hours specified or on a day that is not a Business Day at the location of the Conversion Agent shall for all purposes be deemed to have been deposited with that Conversion Agent between 9:00 a.m. and 3:00 p.m. on the next Business Day. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. None of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the ADSs to the converting Holder. (c) A Note shall be deemed to have been converted (i) in the case of conversion pursuant to Section 14.01(a), immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above or (ii) in the case of conversion pursuant to Section 14.01(b), on the tenth (10th) day after the completion of the Qualified Equity Financing (the “Qualified Equity Financing Conversion Date”). Notwithstanding clause (ii) in the immediately preceding sentence, the Person in whose name the certificate for any ADSs deliverable upon conversion made pursuant to Section 14.01(b) is to be registered shall be treated as a holder of record, as between the Company and such holder, of such ADSs as of the close of business on the date that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued, and deliver or cause to be delivered to such converting Holder, or such converting Holder’s nominee or nominees, certificates or a book-entry transfer through Euroclear and Clearstream for the full number of ADSs to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and instruct the Note Registrar who shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, issue, transfer or similar tax due on the delivery of the ADSs upon conversion of the Notes (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the ADSs (or the Ordinary Shares) being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. The Company shall pay the ADS Depositary’s fees for issuance of the ADSs. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any ADSs delivered upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date or the Qualified Equity Financing Conversion Date (as the Board case may be). As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date or the Qualified Equity Financing Conversion Date (as the case may be) shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (i) The Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a holder of Directors shall reasonably consider necessary by reason record, as between the Company and such holder, of such ADSs as of the foregoingclose of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any Fractional ADS upon conversion of the Notes and shall instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the Last Reported Sale Price of the ADSs on the relevant Conversion Date or the Qualified Equity Financing Conversion Date (as the case may be) (or if such Conversion Date or Qualified Equity Financing Conversion Date is not a Trading Day, the immediately preceding Trading Day). (k) In accordance with the Deposit Agreement, the Company shall issue to the ADS Custodian such Ordinary Shares required for the issuance of the ADSs upon conversion of the Notes, plus written delivery instructions (if requested by the ADS Depositary or the ADS Custodian) for such ADSs, shall deliver such legal opinions and any other information or documentation and any additional forms compliant with the procedures of the Depository Trust Company with respect to such conversion of Notes and shall comply with the Deposit Agreement, as required by the ADS Depositary or the ADS Custodian in connection with each issue of Ordinary Shares and issuance and delivery of ADSs. Without prejudice to the generality of the preceding sentence, when issuing Ordinary Shares for purposes of a conversion prior to August 10, 2020 the Company shall confirm in writing to the ADS Depositary that the conversion is taking place following and in connection with a Qualified Equity Financing and shall specify in such written confirmation the applicable Qualified Equity Financing Conversion Date.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (ya) any amount payable in cash upon Upon conversion of the Notes as set forth in this Indenture will continue to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forany Note, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible Company shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer deliver to the consideration referred to converting Holder, in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion respect of each $1,000 principal amount of Notes shall be solely cash in an amount being converted, (x) a number of shares of Common Stock equal to the Conversion Rate Rate, together with a cash payment, if applicable, in effect lieu of any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (the “Base Conversion Amount”) and (y) for conversions where an Early Conversion Payment is due upon conversion, the Early Conversion Settlement Amount, on the third Scheduled Trading Day immediately following the relevant Conversion Date, unless (i) such Conversion Date occurs following the Regular Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) of the Base Conversion Amount on the Maturity Date, (ii) a Make-Whole Adjustment Event described in clause (b) of the definition of Fundamental Change occurs in which the Reference Property following such Make-Whole Adjustment Event is composed entirely of cash, in which case the Company shall make payment of the Make-Whole Cash Settlement Amount on the tenth Business Day following the Conversion Date multiplied by the price paid per ADS in such Merger Event and or (Biii) the Company elects Physical Settlement of the Early Conversion Payment, in which case the Company shall satisfy deliver the Base Conversion Obligation by paying such cash amount Amount and the Early Conversion Settlement Amount on the third Scheduled Trading Day following the last Trading Day of the applicable Averaging Period. In respect of any conversions for which an Early Conversion Payment is due, the Company, through the Trustee, shall deliver a notice to converting Holders electing Cash Settlement or Physical Settlement of the Early Conversion Settlement Amount no later than the close of business on the second Business Trading Day immediately following the relevant Conversion Date. Such supplemental indenture described If the Company does not notify such Holders prior to the deadline set forth in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that sentence, the Company shall be deemed to have elected Physical Settlement in respect of such Early Conversion Settlement Amount. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as nearly equivalent as is practicable to the adjustments provided for in this Article XIII set forth above, such Holder shall (Conversion of Notes). If, i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any Merger Eventshares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Reference Property includes Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such ▇▇▇▇▇▇ has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Capital StockCommon Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, securities the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or other property governmental charge required by law or assets that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (including cash e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or any combination thereof) similar issue or transfer tax due on the issue of the shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a Person name other than the Company Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the successor or purchasing Person, as Custodian at the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the principal amount of the Notes so converted on such Interest Payment Date; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date; (2) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note; or (3) for conversions following the close of business on the Regular Record Date immediately preceding the Maturity Date. The Company shall not be required to convert Notes not accompanied by funds equal to the amount of interest payable on such Notes required by this subsection (h). (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as the Board a stockholder of Directors shall reasonably consider necessary by reason record as of the foregoingclose of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes (including upon Physical Settlement of any applicable Early Conversion Payment) and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion with respect to each of the Base Conversion Amount and, if applicable, the Early Conversion Settlement Amount based on the Closing Sale Price of the Common Stock on the relevant Conversion Date. For purposes of determining cash payments in lieu of fractional shares pursuant to this subjection (j), the principal amount of Notes being converted by the relevant Holder shall be aggregated.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (ya) any amount payable in cash upon Upon conversion of the Notes as set forth in this Indenture will continue to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forany New Convertible Note, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible Company shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer deliver to the consideration referred to converting Holder, in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion respect of each $1,000 principal amount of New Convertible Notes shall be solely cash in an amount being converted, a number of shares of Common Stock equal to the Conversion Rate (or Warrants if required by Section 9.12), together with a cash payment, if applicable, in effect on the Conversion Date multiplied by the price paid per ADS lieu of delivering any fractional share of Common Stock in such Merger Event accordance with subsection (j) of this Section 9.02 and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount together with delivery of Warrants pursuant to converting Holders Section 9.12, if applicable, in each case on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described . (b) Subject to Section 9.02(e), before any Holder of a New Convertible Note shall be entitled to convert a New Convertible Note as set forth above, such Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Company as set forth in the second Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) to the Company’s Office and state in writing therein the principal amount of New Convertible Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates (or book-entry deposits) for the shares of Common Stock or Warrants to be delivered upon settlement of the Conversion Obligation and (2) surrender such New Convertible Notes, duly endorsed to the Company (and accompanied by appropriate endorsement and transfer documents). No Notice of Conversion with respect to any New Convertible Notes may be surrendered by a Holder thereof if (i) such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such New Convertible Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 10.10 or (ii) if the Company has delivered a Mandatory Conversion Notice unless the Company has withdrawn such notice and determined not to proceed with the Mandatory Conversion. If more than one New Convertible Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such New Convertible Notes shall be computed on the basis of the aggregate principal amount of the New Convertible Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A New Convertible Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Subject to Section 9.12, the Company shall issue or cause to be issued, and deliver to the Transfer Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Transfer Agent for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any New Convertible Note shall be surrendered for partial conversion, the Company shall execute and deliver to the Holder of the New Convertible Note so surrendered a new New Convertible Note or New Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered New Convertible Note, without payment of any service charge by the converting Holder but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new New Convertible Notes issued upon such conversion being different from the name of the Holder of the old New Convertible Notes surrendered for such conversion. (e) If a Holder submits a New Convertible Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock or Warrants upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company may refuse to deliver the certificates (or book-entry deposits) representing the shares of Common Stock or Warrants being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding paragraph shall provide for anti-dilution and other adjustments that sentence. (f) Except as provided in Section 9.04, no adjustment shall be made for dividends on shares of Common Stock issued upon the conversion of any New Convertible Note as nearly equivalent as is practicable to the adjustments provided for in this Article XIII IX. (g) [Reserved]. (h) Accrued and unpaid interest, if any, to, but not including, the relevant Conversion of Notes). IfDate shall be paid in full by the Company on the relevant Conversion Date to the Holder converting its New Convertible Notes on such Conversion Date (unless the Conversion Date falls after a Regular Interest Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued will be paid on such Interest Payment Date to Holders of record of such New Convertible Notes on such Regular Interest Record Date and the case of converting Holder (if other than such record holder) will not be entitled to any Merger Event, separate cash payment for any accrued but unpaid interest on the Reference Property includes Conversion Date). (i) The Person in whose name the certificate for the shares of Capital StockCommon Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date. Upon a conversion of New Convertible Notes (whether settled in Common Stock or Warrants), securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute no longer be a Holder of such supplemental indenture, and such supplemental indenture New Convertible Notes surrendered for conversion. (j) The Company shall contain such provisions to protect the interests not issue any fractional share of Common Stock upon conversion of the Holders New Convertible Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock or fractional Warrant issuable upon conversion based on the Last Reported Sale Price of the Notes as Common Stock on the Board of Directors shall reasonably consider necessary by reason of the foregoingrelevant Conversion Date.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable (a) Except as provided in the amount Section 14.03(b) and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (y) any amount payable in cash Section 14.07(a), upon conversion of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes as set forth in this Indenture will continue being converted, a “Settlement Amount” equal to be payable in the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Days during the applicable Observation Period for such Note, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02, except that, unless and (z) until the Last Reported Sale Price Company receives Stockholder Approval, in the event that the Daily Share Amount for any Trading Day during such Observation Period exceeds the Daily Share Cap, the Daily Settlement Amount for such Trading Day shall be calculated based on as if the value Daily Share Amount were equal to the Daily Share Cap, and the Company shall have no obligation to deliver cash or any other consideration in respect of a unit of Reference Propertysuch excess shares. If the Merger Event causes Company obtains Stockholder Approval, thereafter, there shall be no Daily Share Cap applicable to the ADSs calculation of the Daily Settlement Amounts due upon conversion. The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the applicable Observation Period. Promptly after such determination of the Daily Settlement Amounts or Ordinary Shares to be converted intothe Daily Conversion Values, or exchanged foras the case may be, and the amount of cash payable in lieu of any fractional share, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, notify the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII (Conversion of Notes). If, in the case of any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company Daily Settlement Amounts or the successor or purchasing PersonDaily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such Merger Eventdetermination. (b) Subject to Section 14.02(e), then before any Holder of a Note shall be entitled to convert a Note as set forth above, such other Person Holder shall also execute such supplemental indenture(i) in the case of a Global Note, and such supplemental indenture shall contain such provisions to protect comply with the interests procedures of the Holders Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete and manually sign an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered and deliver such Notice of Conversion to the Conversion Agent, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice with respect to such Notes in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes as (or specified portions thereof to the Board extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of Directors business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to converting Holders, the Company shall reasonably consider necessary by reason issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the date such interest is paid, (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the date such interest is paid; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay, at the time it delivers the Settlement Amount, cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the Last Trading Day of the applicable Observation Period. For each Note surrendered for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Upon conversion of any Note, the Company shall instead be deliverable deliver to the converting Holder, in the respect of each $1,000 principal amount and type of Reference Property that Notes being converted, a holder of that number of ADSs would have been entitled shares of Common Stock equal to receive the Conversion Rate, together with a cash payment, if applicable, in such Merger Eventlieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02; (y) any amount payable in cash provided, however that unless and until the Company obtains Shareholder Approval, upon conversion of the Notes, (x) the number of shares of Common Stock a Holder shall receive with respect to each $1,000 principal amount of Notes upon conversion will be subject to the Conversion Share Cap and (y) the Company shall pay cash in lieu of any shares of Common Stock that would otherwise be deliverable in excess of the Conversion Share Cap as set forth described below in this Indenture Section 14.02(a). A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Notes so long as the Notes converted are a multiple of $1,000 principal amount. Notwithstanding anything else in this Section 14.02 to the contrary, so long as the Conversion Share Cap applies, upon conversion of any Note, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the five consecutive Trading Days during the relevant Observation Period; provided, however, that in the event that the Daily Settlement Amount for any Trading Day during the Observation Period exceeds the Conversion Share Cap, in lieu of delivering such excess in shares of Common Stock, the Company shall pay cash in an amount equal to the product of such excess and the Daily VWAP of the Common Stock for such Trading Day. The Aggregate Share Cap will continue not be adjusted for any increase in the applicable Conversion Rate (except in the case of a share split or share combination of the Common Stock pursuant to Section 14.04(a)). The Conversion Share Cap and the Aggregate Share Cap shall apply until the Company has obtained the Shareholder Approval. The Daily Settlement Amounts (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts and the amount of cash payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value lieu of a unit delivering any fractional share of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forCommon Stock, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, notify the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders in writing of the ADSs receive only Daily Settlement Amounts and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such Merger Eventdetermination. (b) Subject to Section 14.02(e), then before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time (allowing for all conversions for sufficient time to comply) and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the relevant case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Date occurs after Agent as set forth in the effective date Form of such Merger Event Notice of Conversion (Aor a facsimile thereof) (a “Notice of Conversion”) at the consideration due upon conversion office of each $1,000 the Conversion Agent and state in writing therein the principal amount of Notes shall to be solely cash converted and the name or names (with addresses) in an amount which such Holder wishes the certificate or certificates for the shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Rate in effect Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date multiplied for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such ▇▇▇▇▇▇ has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Subject to the applicable procedures of the Depositary, if more than one Note shall be surrendered for conversion at one time by the price paid per ADS same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in such Merger Event subsection (a) above. Except as set forth in Section 14.03(b) and (B) Section 14.07(a), the Company shall satisfy pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date, if the Company has obtained Shareholder Approval, or on the third Business Day immediately following the last Trading Day of the Observation Period, if the Company has not obtained Shareholder Approval. Such supplemental indenture The Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Company, to the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name or delivered to a person other than the Holder, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name or delivered to a person other than the Holder until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence (which amount the Trustee shall have no obligation to determine, monitor or otherwise calculate). (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall, at the direction of the Company make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Prior to Shareholder Approval and upon a conversion of Notes, accrued and unpaid interest that is deemed to be paid will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Scheduled Trading Day immediately following the date on which the corresponding interest payment is made; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date, any Redemption Date described in clause (2) and any Fundamental Change Repurchase Date as described in clause (3) of the second immediately preceding paragraph sentence shall provide receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the certificate for anti-dilution the shares of Common Stock delivered upon conversion is registered shall be treated as a shareholder of record as of the close of business on the relevant Conversion Date (if the Company has obtained Shareholder Approval) or the last Trading Day of the relevant Observation Period (if the Company has not obtained Shareholder Approval). Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and other adjustments shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Last Reported Sale Price of the Common Stock on the relevant Conversion Date (if the Company has obtained Shareholder Approval) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (if the Company has not obtained Shareholder Approval). For each Note surrendered for conversion, if the Company has not obtained Shareholder Approval, the full number of shares that shall be as nearly equivalent as is practicable to issued upon conversion thereof shall be computed on the adjustments provided basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. (k) Notwithstanding anything in this Article XIII (Conversion of Notes). If14 to the contrary, in unless and until the case of any Merger Event, the Reference Property includes Company obtains Shareholder Approval to issue shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests of the Holders Common Stock upon conversion of the Notes as the Board of Directors shall reasonably consider necessary by reason in excess of the foregoingAggregate Share Cap, the number of shares of Common Stock issuable upon conversion will be subject to the Conversion Share Cap and the Aggregate Share Cap as specified in Section 14.02(a). Neither the Trustee nor the Conversion Agent shall be responsible for monitoring or calculating the Conversion Share Cap or the Aggregate Share Cap.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable (a) Except as provided in the amount Section 14.03(b) and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (y) any amount payable in cash Section 14.07(a), upon conversion of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 35 Trading Days during the applicable Observation Period for such Note, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02. The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as set forth in this Indenture will continue to be the case may be, and the amount of cash payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value lieu of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forany fractional share, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, notify the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII (Conversion of Notes). If, in the case of any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company Daily Settlement Amounts or the successor or purchasing PersonDaily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such Merger Eventdetermination. (b) Subject to Section 14.02(e), then before any Holder of a Note shall be entitled to convert a Note as set forth above, such other Person Holder shall also execute such supplemental indenture(i) in the case of a Global Note, and such supplemental indenture shall contain such provisions to protect comply with the interests procedures of the Holders Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes as (or specified portions thereof to the Board extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of Directors business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to converting Holders, the Company shall reasonably consider necessary by reason issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) for conversions following the Regular Record Date immediately preceding May 5, 2017; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (4) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (5) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the last Trading Day of the applicable Observation Period. The number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (ya) any amount payable in cash upon Upon conversion of the Notes as set forth in this Indenture will continue to be payable in cash, and (z) the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forany Note, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible Company shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer deliver to the consideration referred to converting Holder, in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion respect of each $1,000 principal amount of Notes shall be solely cash in an amount being converted, (x) a number of shares of Common Stock equal to the Conversion Rate Rate, together with a cash payment, if applicable, in effect lieu of any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (the “Base Conversion Amount”) and (y) for conversions where an Early Conversion Payment is due upon conversion, the Early Conversion Settlement Amount, on the third Scheduled Trading Day immediately following the relevant Conversion Date, unless (i) such Conversion Date occurs following the Regular Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) of the Base Conversion Amount on the Maturity Date, (ii) a Make-Whole Adjustment Event described in clause (b) of the definition of Fundamental Change occurs in which the Reference Property following such Make-Whole Adjustment Event is composed entirely of cash, in which case the Company shall make payment of the Make-Whole Cash Settlement Amount on the tenth Business Day following the Conversion Date multiplied by the price paid per ADS in such Merger Event and or (Biii) the Company elects Physical Settlement of the Early Conversion Payment, in which case the Company shall satisfy deliver the Base Conversion Obligation by paying such cash amount Amount and the Early Conversion Settlement Amount on the third Scheduled Trading Day following the last Trading Day of the applicable Averaging Period. In respect of any conversions for which an Early Conversion Payment is due, the Company, through the Trustee, shall deliver a notice (the “Settlement Notice”) to converting Holders electing Cash Settlement or Physical Settlement of the Early Conversion Settlement Amount no later than the close of business on the second Business Trading Day immediately following the relevant Conversion Date. Such supplemental indenture described If the Company does not notify such Holders prior to the deadline set forth in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that sentence, the Company shall be deemed to have elected Physical Settlement in respect of such Early Conversion Settlement Amount. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as nearly equivalent as is practicable to the adjustments provided for in this Article XIII set forth above, such Holder shall (Conversion of Notes). If, i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any Merger Eventshares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Reference Property includes Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such ▇▇▇▇▇▇ has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Capital StockCommon Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, securities the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or other property governmental charge required by law or assets that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (including cash e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or any combination thereof) similar issue or transfer tax due on the issue of the shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a Person name other than the Company Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the successor or purchasing Person, as Custodian at the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the principal amount of the Notes so converted on such Interest Payment Date; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date; (2) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note; or (3) for conversions following the close of business on the Regular Record Date immediately preceding the Maturity Date. The Company shall not be required to convert Notes not accompanied by funds equal to the amount of interest payable on such Notes required by this subsection (h). (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as the Board a stockholder of Directors shall reasonably consider necessary by reason record as of the foregoingclose of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes (including upon Physical Settlement of any applicable Early Conversion Payment) and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion with respect to each of the Base Conversion Amount and, if applicable, the Early Conversion Settlement Amount based on the Closing Sale Price of the Common Stock on the relevant Conversion Date. For purposes of determining cash payments in lieu of fractional shares pursuant to this subjection (j), the principal amount of Notes being converted by the relevant Holder shall be aggregated.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable in the amount (a) Subject to this Section 9.02, Section 9.03(b) and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (y) any amount payable in cash Section 9.07(a), upon conversion of any Note, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of Notes as set forth in this Indenture will continue to be payable in cash, and being converted the Conversion Settlement Amount. (z1) Not later than the Last Reported Sale Price shall be calculated based close of business on the value of a unit of Reference Property. If Business Day immediately following the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forConversion Date, the right Company may specify the portion of the Daily Share Amount that will be settled in cash (the “Cash Percentage”) by written notice (a “Cash Percentage Notice”) to receive more each converting Holder, the Trustee and Conversion Agent (if other than a single type of consideration (determined based in part upon any form of holder electionthe Trustee), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average in accordance with Section 10.02 of the types and amounts Base Indenture; provided however, the Company shall deliver a Cash Percentage Notice no later than the close of consideration actually received by business on the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the Business Day immediately preceding paragraph shall refer December 1, 2020 to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holdersall Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) with respect to all conversion occurring on or after December 1, 2020. If the Company timely elects to specify a Cash Percentage, the amount of such weighted average as soon as practicable cash that the Company will deliver in lieu of all or the applicable portion of the shares of Common Stock comprising the Daily Share Amount for any VWAP Trading Day in the applicable Observation Period will equal the Daily Net Cash Portion. The number of shares of Common Stock, if any, that the Company shall deliver in respect of each VWAP Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not timely specify a Cash Percentage for a Conversion Date, the Company shall no longer have the right to specify a Cash Percentage with respect to the applicable conversion and shall be required to settle 100% of the Daily Share Amount for each VWAP Trading Day of the applicable Observation Period with shares of Common Stock, if any; provided, further, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Notes in accordance with Section 9.02(i). (2) The Daily Settlement Amounts shall be determined by the Company promptly following the last VWAP Trading Day of the applicable Observation Period. Promptly after such determination is made. If the holders of the ADSs receive only Daily Settlement Amounts and the amount of cash payable in lieu of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such Merger Eventdetermination. (b) Subject to Section 9.02(e), then to convert a Note as set forth above, (i) in the case of a Global Note, the beneficial owner thereof shall comply with the Applicable Procedures for all conversions for converting a beneficial interest in a Global Note and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(g) and (ii) in the relevant case of a Physical Note, the Holder thereof shall: (1) complete, manually sign and deliver an irrevocable notice or facsimile thereof to the Conversion Date occurs after Agent and to the effective date Trustee, if not the Conversion Agent, as set forth in the Form of such Merger Event Notice of Conversion (Aa “Notice of Conversion”) at the consideration due upon conversion office of each $1,000 the Conversion Agent and state in writing therein the principal amount of Notes shall to be solely cash converted and the name or names (with addresses) in an amount which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered; (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent; (3) if required, furnish appropriate endorsements and transfer documents; and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(g). The Trustee (and if different, the Conversion Rate in effect Agent) shall notify the Company of any conversion pursuant to this Article 9 on the Conversion Date multiplied for such conversion. No Holder may surrender Notes for conversion if such Holder has also delivered a Fundamental Change Purchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 10.02 (or, in the case of a Global Note, if such Holder has requested a repurchase of Notes pursuant to Section 10.01 but has not withdrawn such request pursuant to Section 10.02, in each case, in compliance with Applicable Procedures). If more than one Note shall be surrendered for conversion at one time by the price paid per ADS same Holder, the Conversion Settlement Amount with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in such Merger Event subsection (b) above. Subject to Section 9.03(b) and (B) Section 9.07(a), the Company shall satisfy deliver the consideration due in respect of the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Datelast VWAP Trading Day of the applicable Observation Period. Such supplemental indenture described in If any shares of Common Stock are due to converting Holders, the second immediately preceding paragraph Company shall provide issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, certificates, or make a book-entry transfer through the Depositary to such Holder or such Holder’s nominee or nominees, for anti-dilution and other adjustments that the full number of shares of Common Stock to which such Holder shall be as nearly equivalent as is practicable entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, in $1,000 principal amount or an integral multiple thereof, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the adjustments provided for in this Article XIII (Conversion unconverted portion of Notes). Ifthe surrendered Note, in the case without payment of any Merger Eventservice charge by the converting Holder of the Notes but, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the successor name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder of the Notes submits a Note for conversion, the Company shall pay any documentary, stamp or purchasing Personsimilar issue or transfer tax due on any issuance of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares of Common Stock to be issued in a name other than such Holder’s name, in which case such Holder must pay that tax. The stock transfer agent or the Company, as the case may be, may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than such Merger EventHolder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Upon the conversion of an interest in a Global Note, then the Trustee, or the custodian for the Depositary or its nominee (if other than the Trustee) at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (g) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s delivery of the Conversion Settlement Amount with respect to any converted Note shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted (regardless of whether the converting Holder was a Holder of such Notes on the Regular Record Date); provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. For the avoidance of doubt, all Holders of Notes on the Regular Record Date immediately preceding the Maturity Date shall receive and retain the full interest payment due on the Maturity Date regardless of whether such Holders’ Notes are converted following such Regular Record Date. (h) The Person in whose name any shares of Common Stock shall be issuable upon conversion shall be treated as the holder of record of such shares as of the close of business on the last VWAP Trading Day of the applicable Observation Period. Upon a conversion of Notes, such Person shall also execute no longer be a Holder of such supplemental indentureNotes surrendered for conversion; provided that (a) the converting Holder shall have the right to receive the Conversion Settlement Amount due upon conversion and (b) in the case of a conversion between a Regular Record Date and the corresponding Interest Payment Date, and such supplemental indenture shall contain such provisions to protect the interests Holder of record as of the Holders close of business on such Regular Record Date shall have the right to receive the full amount of interest payable on such Interest Payment Date, in accordance with Section 9.02(g). (i) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes as and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Board of Directors shall reasonably consider necessary by reason Daily VWAP on the last VWAP Trading Day of the foregoingapplicable Observation Period.

Conversion Procedure; Settlement Upon Conversion. shall instead This Note will be deliverable deemed to have been converted immediately following the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Company in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled form attached hereto as Exhibit I (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) to receive in such Merger Event; (y) any amount payable in cash upon conversion the Company for cancellation or notation of the Notes as set forth in outstanding principal amount of this Indenture will continue to be payable in cashNote after partial conversion, and (z3) the Last Reported Sale Price shall be calculated based total amount it intends to convert (considering all or a portion of the Principal Amount, the Interest and, if applicable, the Prepayment Premium) (the “Conversion Amount”), and (4) the Common Shares conversion documents pursuant to the procedures of the Transfer Agent in effect at that time. 2.4.1. Subject to the provisions of Section 2.1.1 herein, on or before the value 3rd Business Day following the date of receipt of a unit of Reference Property. If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged forConversion Notice, the right Company will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to receive more than a single type the Holder (the “Receipt Confirmation” and such date of consideration transmission, the “Receipt Confirmation Date”). Within five (determined based in part upon any form of holder election)5) Business Days after the relevant Receipt Confirmation Date, then the Company will (i) take all actions and execute all documents and procure that the Reference Property into Transfer Agent take all actions and execute all documents necessary to effect the issuance of the number of shares of Common Stock to which the Notes Holder will be convertible shall be deemed entitled in satisfaction of any conversion pursuant to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares this Section 2 and (ii) the unit of Reference Property for purposes cancel this Note Certificate. 2.4.2. No fractional shares of the immediately preceding paragraph shall refer Company’s capital stock will be issued upon conversion under this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the consideration referred to Holder in clause (i) attributable to one ADScash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. 2.4.3. The Company shall provide written notice to HoldersAt its expense, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average Company will, as soon as practicable after thereafter, issue and deliver to such determination Holder a certificate or certificates or electronically through the DWAC or other established clearing corporation performing similar functions for the number of shares which the Holder is madeentitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. 2.4.4. If a Conversion Date (as defined below) in respect of this Note would otherwise fall during a period in which the holders register of the ADSs receive only cash in shares of Common Stock is closed generally or for the purpose of establishing entitlement to any distribution or other rights attaching to the Common Stock (a “Book Closure Period”), such Merger Event, then for all conversions for which the relevant Conversion Date occurs after will be postponed to the effective date first Trading Day following the expiry of such Merger Event (A) Book Closure Period. 2.4.5. Once a Conversion Notice has been issued, it cannot be withdrawn, unless the consideration due upon Company exercises its Deferral Right. 2.4.6. Upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal this Note pursuant to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII (Conversion of Notes). If, in the case of any Merger EventSection 2, the Reference Property includes shares Holder shall surrender this Note, duly endorsed, at the principal offices of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such provisions to protect the interests any transfer agent of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoingCompany.

Conversion Procedure; Settlement Upon Conversion. shall instead be deliverable (a) Except as provided in the amount Section 14.03(b) and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event; (y) any amount payable in cash Section 14.07(a), upon conversion of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes as set forth in this Indenture will continue being converted, a “Settlement Amount” equal to be payable in the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the applicable Observation Period for such Note, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02, except that, unless and (z) until the Last Reported Sale Price Company receives Stockholder Approval, in the event that the Daily Share Amount for any Trading Day during such Observation Period exceeds the Daily Share Cap, the Daily Settlement Amount for such Trading Day shall be calculated based on as if the value Daily Share Amount were equal to the Daily Share Cap, and the Company shall have no obligation to deliver cash or any other consideration in respect of a unit of Reference Propertysuch excess shares. If the Merger Event causes Company obtains Stockholder Approval, thereafter, there shall be no Daily Share Cap applicable to the ADSs calculation of the Daily Settlement Amounts due upon conversion. The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the applicable Observation Period. Promptly after such determination of the Daily Settlement Amounts or Ordinary Shares to be converted intothe Daily Conversion Values, or exchanged foras the case may be, and the amount of cash payable in lieu of any fractional share, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to Holders, notify the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the ADSs receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per ADS in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article XIII (Conversion of Notes). If, in the case of any Merger Event, the Reference Property includes shares of Capital Stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company Daily Settlement Amounts or the successor or purchasing PersonDaily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such Merger Eventdetermination. (b) Subject to Section 14.02(e), then before any Holder of a Note shall be entitled to convert a Note as set forth above, such other Person Holder shall also execute such supplemental indenture(i) in the case of a Global Note, and such supplemental indenture shall contain such provisions to protect comply with the interests procedures of the Holders Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete and manually sign an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered and deliver such Notice of Conversion to the Conversion Agent, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such ▇▇▇▇▇▇ has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice with respect to such Notes in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes as (or specified portions thereof to the Board extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of Directors business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to converting Holders, the Company shall reasonably consider necessary by reason issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the Last Trading Day of the applicable Observation Period. For each Note surrendered for conversion, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.