Common use of Exchange in Lieu of Conversion Clause in Contracts

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

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

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion (the each, an “Financial InstitutionExchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion, all in accordance with ‎Section 10.03 above14.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify the Holder surrendering Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange Exchange in lieu Lieu of conversion. Conversion. (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or Common Stock Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock Ordinary Shares to the such Holder on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated institution will remain outstanding. If the Financial Institution designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock Ordinary Shares or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock Ordinary Shares or a combination thereof due upon conversion on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date) as provided in accordance with ‎Section 10.03 above. 14.02. (c) The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will shall not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it the Company for any such transaction.. ARTICLE 15 Repurchase of Notes at Option of Holders

Exchange in Lieu of Conversion. (a) Notwithstanding anything herein to the contraryany other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to September 15, 2023, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, or if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with ‎Section 10.03 aboveSection 4.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first trading day VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close Close of business Business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify the Holder surrendering Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. . (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay and/or deliver such cash and/or cash, shares of Common Stock (and cash in lieu of fractional shares) or combination thereof to the such Holder on the third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated financial institution will remain outstandingoutstanding subject to the Applicable Procedures. If the Financial Institution designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date) as provided set forth in ‎Section 10.03 aboveSection 4.02. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the CompanyCompany to do so). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when When a Holder surrenders Notes Securities for conversion, the Company may, at its election, may direct the Conversion Agent in writing to surrender, on or prior to the scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), surrender such Notes Securities to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes Securities surrendered for conversion, the Financial Designated Institution must agree to pay and/or deliver, as the case may be, in exchange for such NotesSecurities, all of the cash, shares of Common Stock based upon the applicable Conversion Rate or a combination thereof of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, all in accordance with ‎Section 10.03 aboveas determined under Section 12.01(d). By the close of business on the Scheduled Trading Day immediately preceding the first trading day start of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date)Period, the Company will notify the Holder surrendering Notes Securities for conversion that the Company (i) it has directed the Financial Designated Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). If the Financial Designated Institution accepts any such NotesSecurities, it will pay and/or deliverdeliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion to the Conversion Agent, Agent and the Conversion Agent will pay and/or deliver such cash and/or cash, shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, to the Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes Securities exchanged by the Financial Designated Institution will remain outstanding. If the Financial Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cashconsideration, or if such Designated Institution does not accept the Securities for exchange, the Company will, as promptly as practical thereafter convert the Securities into shares of Common Stock or a combination thereofcash and shares of Common Stock, as if applicable, in accordance with the case may be, or if the Financial Institution does not accept the Notes for exchange, election made by the Company shall, as promptly as practical thereafter, convert in the Notes initial notice to the Holders surrendering the Securities and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion based on the third Business Day immediately following the last Trading Day of the applicable Observation Conversion Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date) as provided in ‎Section 10.03 abovedetermined under Section 12.01(d). The Company’s designation of the Financial Institution a financial institution to which the Notes Securities may be submitted for exchange does not require the Financial Institution institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company)Securities. The Company may, but will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any Financial Institution that would compensate it for any respect to such transactiondesignation.