Common use of Payment Upon Conversion Clause in Contracts

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice notice of conversion on or prior to the Optional Redemption Notice Date or the day that is 20 twenty (20) days prior to Final Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date maturity of the Notes (the "FINAL NOTICE DATE"“Final Notice Date”), the following procedures shall will apply: (i) Subject : If the Company chooses to satisfy all or any portion of the Company's right to elect to have such Securities offered to ’s obligation (the Exchange Institution for exchange “Conversion Obligation”) in lieu of the Company converting the Securities as set forth in Section 5.13cash, the Company shall be required to pay to such Holder in Cash will notify the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice the conversion date (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the “Cash Settlement Averaging Notice Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation”). If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or shares otherwise issuable to pay a Cash Amount in excess of $1,000 per principal amount of Securities to such holder, the conversion notice may be converted, such Holder may retract its Conversion Notice retracted by the holder at any time during the two Business Day period immediately following beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"“Conversion Retraction Period”). If no such election is made, ; no such retraction can be made (and such Conversion Notice a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). . If the conversion notice has not been retracted, then settlement (iiin cash and/or shares) The amount to be paid to a converting Holder shall will occur on the Business Day following the final day of the twenty (20) Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows: (Ai) If the Company elects to satisfy the entire obligation with respect to the Securities being converted Conversion Obligation in Cashshares, the Company shall pay will deliver to such Holder, holders surrendering Notes for each $1,000 conversion a number of shares equal to (1) the aggregate original principal amount of Securities being convertedNotes to be converted divided by 1,000 multiplied by (2) the applicable Conversion Rate. (ii) If the Company elects to satisfy the entire Conversion Obligation in cash, Cash the Company will deliver to holders surrendering Notes for conversion cash in an amount equal to the product of: (A) a number equal to (1) the aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Conversion Obligation, Rate and (B) if the average of the Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy in cash a fixed portion (other than 100%) of the Conversion Obligation in Cashother than the entire obligation, the Company shall pay will deliver to holders surrendering Notes for conversion such Holder, for each $1,000 principal cash amount (“Cash Amount”) and a number of Securities being converted, (a) Cash shares equal to the lesser excess, if any, of the number of shares equal to (i) the Cash Amount and aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (ii) the Conversion ObligationRate, plus, over the number of shares equal to the extent that sum, for each day of the Conversion Obligation exceeds Cash Settlement Averaging Period, of (x) the Cash Amount, (b) a divided by the number of shares of the Common Stock equal to the sum of, for each Trading Day days in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Closing Sale Price of the Common Stock. In addition, the Company will pay cash for all fractional shares of Common Stock based on the average Closing Sale Price of the Common Stock for such Trading Day. Pursuant to during the foregoing clause Cash Settlement Averaging Period. (ii)(B)(biv) and if If the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to as described in subparagraphs (i) and (iii) above, and on the extent that date the Conversion Obligation exceeds notice of conversion is submitted by the Cash Amountholder, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, holder’s Notes (x) 10% of have not been registered under the difference between Securities Act or are not freely transferable pursuant to Rule 144(k) under the Conversion Obligation Securities Act and the Cash Amount, divided by (y) the sum Company has not complied with the registration obligations provided in the Registration Rights Agreement, then the Company shall deliver to holders of such Notes an additional number of shares equal to 3% of the number of shares calculated under (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Periodabove. (b) In the event that the Company receives a Holder's Conversion notice of conversion on an Optional Redemption Notice after Date or the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cashcash. Instead, if the Company chooses to redeem all or a portion of the Notes, the Company’s notice of redemption will inform the holders of its election to deliver shares of Common Stock or cash with respect to Notes converted prior to the redemption date. In addition, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash with respect to conversions after the Final Notice DateDate in cash, it shall send, on or prior the Company will send a single notice to the Final Notice Date, a single notice, to holders through the Trustee, Trustee of the dollar amount to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount amount) at any time on or before the Final Notice Date. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth under Section 14.03(a) above except that the “Cash Settlement Averaging Period” shall be the twenty (20) consecutive Trading Day period beginning on the Trading Day after the conversion date. If a conversion notice is received after an Optional Redemption Notice Date or the Final Notice Date, the holder of Notes subject to such conversion notice will not less be allowed to retract the conversion notice. Settlement (in cash and/or shares) will occur on the Business Day following the final day of such Cash Settlement Averaging Period. If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than $1,000 per $1,000 cash in lieu of any fractional shares), delivery of shares of Common Stock into which the Note are converted (and cash in lieu of any fractional shares) will be made through the Conversion Agent or the Depositary, as the case may be, as soon as practicable on or after the conversion date. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to maturity, the Company may irrevocably elect, in its sole discretion without the consent of the holders of the Notes, by notice to the Trustee and the holders of the Notes to satisfy in cash 100% of the principal amount of Securities being convertedthe Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. If the Company chooses to satisfy all or a portion of the remainder of the Conversion Obligation in cash, the Company will provide notice of such election in the same manner as set forth above under either clause (a) or (b), whichever is applicable. The If the Company chooses to satisfy all of the remainder of the Conversion Obligation in Common Stock, notice of the election to deliver cash for the principal amount will be deemed to have been provided on the last date of the Cash Settlement Notice Period and the notice of conversion will not be paid to a converting Holder shall retractable. Settlement amounts will be computed and settlement dates for settlement of such conversion shall will be determined in the same manner as set forth above in Section 5.04(aunder clause (a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date(b), as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securitiesapplicable. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In the event that Upon any conversion of any Note, the Company receives shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, at the Company’s election, in full satisfaction of the Company’s conversion obligation, any of (1) shares of Common Stock, together with cash in lieu of fractional shares, if any (a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"“Physical Settlement”), the following procedures shall apply(2) a cash payment without any delivery of shares of Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below. For conversions: (i) Subject that occur prior to March 15, 2014, by the Company's right to elect to have such Securities offered to close of business on the Exchange Institution for exchange in lieu Business Day following the Conversion Date, the Company will notify converting Holders of the relevant Settlement Method and, if the Company converting elects a Combination Settlement, the Securities dollar amount of the conversion obligation (the “Cash Amount”) that will be settled in cash; or (ii) that occur on or after March 15, 2014, the Company will notify Holders of the relevant Settlement Method and, if applicable, the related Cash Amount, by notice on or prior to March 15, 2014 (which will apply to all conversions following March 15, 2014). If the Company does not specify a Settlement Method as set forth above, then Physical Settlement will apply. Except as described in Section 5.13the parentheticals to clause (ii) above, any such notice of a Settlement Method may not be revoked. (b) If the Company has elected or is deemed to have elected a Physical Settlement with respect to any Notes tendered for conversion, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holderdeliver, for each $1,000 principal amount of Securities being convertedNotes, Cash in an amount a number of shares of Common Stock equal to the Conversion ObligationRate, and (B) if the Company elects to satisfy together with cash in lieu of fractional shares. Except for conversions upon a fixed portion (other than 100%) of the Conversion Obligation Make-Whole Fundamental Change as provided in CashSection 15.06, the Company shall pay deliver such shares of Common Stock on (1) the third Business Day following the Conversion Date, in the case of a Physical Settlement with respect to such Holdera Conversion Date on or prior to the Business Day immediately preceding March 15, 2014, or (2) on the third Business Day following the last day of the applicable Observation Period, in the case of a Physical Settlement with respect to a Conversion Date on or after March 15, 2014. (c) If the Company has elected a Cash Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Securities being convertedNotes, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock cash payment equal to the sum of, of the Daily Conversion Values for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between thirty (30) Trading Days during the Conversion Obligation and relevant Observation Period. Except for conversions upon a Make-Whole Fundamental Change as provided in Section 15.06, the Cash Amount, divided by (y) Company shall make such payment on the Sale Price third Business Day following the last day of the Common Stock for such Trading Day. Pursuant to the foregoing clause applicable Observation Period. (ii)(B)(bd) and if If the Company elects has elected a Combination Settlement with respect to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common StockNotes tendered for conversion, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. InsteadNotes, if the Company chooses to satisfy all or any portion sum of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, Daily Settlement Amounts for each of the dollar amount to be satisfied in Cash thirty (which must be expressed either as 100% of 30) Trading Days during the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging relevant Observation Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (ai) Conversion on or Prior to a Redemption Notice Date or the Final Notice Date. In the event that the Company receives a Holderholder's Conversion Notice notice of conversion on or prior to (1) the day date on which the Company gives notice of the redemption of Notes under Section 3.02 (a "Redemption Notice Date") or (2) the date that is 20 days prior to Final Stated Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i1) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of If the Company converting elects to satisfy all or any portion of its obligation to convert the Securities as set forth Notes (the "CONVERSION OBLIGATION") in Section 5.13cash, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder holders through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business Days following receipt of such Holder's the Conversion Notice Date (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or Common Shares otherwise issuable to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be convertedholders upon conversion, such Holder holders may retract its the Conversion Notice at any time during the two Business Day period immediately Days following the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no No such retraction can be made (and such a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Shares (other than cash in lieu of fractional shares). Upon the expiration of a Conversion Retraction Period, a Conversion Notice shall be irrevocable. If the Company elects to satisfy all or any portion of the Conversion Obligation in cash, and the applicable Conversion Notice has not been retracted, then settlement (in cash or in cash and Common Shares) will occur on the Business Day following the final day of the 20-Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than cash in lieu of any fractional shares), delivery of the Common Shares into which the Notes are converted (and cash in lieu of any fractional shares) shall occur through the Conversion Agent as described above as soon as practicable on or after the Conversion Date. (ii2) The amount to be paid to a converting Holder shall Settlement amounts will be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect Conversion Obligation in Common Shares, it shall deliver to holders a number of Common Shares equal to (i) the Securities being aggregate principal amount of Notes to be converted in Cashdivided by 1,000, multiplied by (ii) the Conversion Rate. In addition, the Company shall pay to such Holder, cash for each $1,000 principal amount of Securities being converted, Cash in an amount equal to any fractional Common Share based on the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Last Reported Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending Shares on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Conversion Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (dB) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit If the Company elects to defer satisfy the listing of such Common Stock until entire Conversion Obligation in cash, it shall deliver to holders cash in an amount equal to the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.product of:

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final either Stated Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01redeemed, the applicable Redemption Date (the "FINAL NOTICE DATEFinal Notice Date"), the following procedures shall will apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of : If the Company converting the Securities as set forth chooses to satisfy all or any portion of its Conversion Obligation in Section 5.13cash, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall will notify such Holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion ObligationNotice as specified in Section 10.02 (such period, the "Cash Settlement Notice Period"). If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or Common Stock otherwise issuable to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be convertedsuch Holder, such Holder may retract its the Conversion Notice may be retracted at any time during the two Business Day period immediately following beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIODConversion Retraction Period"). If no such election is made, ; no such retraction can be made (and such a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). . If the Conversion Notice is not retracted within the Conversion Retraction Period, then settlement of the Conversion Obligation (iiin cash and/or shares of Common Stock) (the "Conversion Settlement Distribution") (other than with respect to any Additional Shares, for which settlement shall occur in the time periods specified in Section 10.01(c)) will occur on the third Business Day following the final day of the 20 Trading Day period beginning on the Trading Day after the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"). The amount to be paid to a converting Holder shall Conversion Settlement Distribution will be computed as follows: (Ai) If the Company elects to satisfy the entire obligation with respect to the Securities being converted Conversion Obligation in Cashshares of Common Stock, the Company shall deliver to Holders surrendering Securities for conversion a number of shares of Common Stock equal to (1) the aggregate principal amount of Securities to be converted divided by 1,000, multiplied by (2) the sum of the applicable Conversion Rate and the applicable number of Additional Shares issuable upon conversion of $1,000 principal amount of Securities, if any. In addition, the Company will pay cash for all fractional shares of Common Stock as set forth in Section 10.02(c). (ii) If the Company elects to such Holdersatisfy the entire Conversion Obligation in cash, the Company will deliver to Holders surrendering Securities for conversion, for each $1,000 principal amount of Securities being convertedSecurities, Cash cash in an amount equal to the Conversion Obligationproduct of: (1) a number equal to (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the number of shares of Common Stock calculated pursuant to subclause (2) of clause (i) of this Section 10.03(a), and (B2) if the average of the Closing Prices of the Common Stock during each Trading Day during the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cashcash, the Company shall pay will deliver to such HolderHolders surrendering Securities for conversion, for each $1,000 principal amount of Securities being convertedSecurities, such cash amount (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the "Cash Amount, (b") and a number of shares of the Common Stock equal to the sum ofexcess, if any, of the number of shares of Common Stock calculated pursuant to subclause (2) of clause (i) of this Section 10.03 (a) over the number of shares of Common Stock equal to the sum, for each Trading Day in day of the Cash Settlement Averaging Period, of (x) 105% of the difference between the Conversion Obligation and the Cash AmountAmount (other than cash for fractional shares of Common Stock), divided by (y) the Sale Closing Price of the Common Stock for on such Trading Dayday. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common StockIn addition, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (as set forth in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging PeriodSection 10.02(c). (bi) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject if the Company chooses to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu satisfy all or any portion of the Company converting the Securities as set forth Conversion Obligation in Section 5.13cash, the Company shall send, on or prior to the Final Notice Date, a single notice to the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount). If the Company delivers a single notice to the Trustee, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess cash. The Conversion Settlement Distribution will be computed in the same manner as set forth under Section 10.03(a) above except that the "Cash Settlement Averaging Period" shall be the 20 Trading Day period beginning on the Trading Day after the receipt of $1,000 per $1,000 principal amount the Conversion Notice (or, in the event the Company receives the Conversion Notice on the Business Day prior to the Stated Maturity, the 20 Trading Day period beginning on the Trading Day after the Stated Maturity). Settlement of the Conversion Obligation pursuant to this Section 10.03(b)(i) (in cash and/or shares of Common Stock) (other than with respect to any Additional Shares, for which settlement shall occur in the time periods specified in Section 10.01(c)) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period. (ii) If a Holder elects to convert Securities being converted pursuant to Section 10.01(a)(5) and such Holder, in Cashconnection with such conversion, would be entitled to receive Additional Shares, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after cash, unless the Final Notice DateCompany has previously sent a notice pursuant to Section 10.03(c), it shall send, on or prior the Company will send a single notice to the Final Notice Date, a single notice, to the Trustee, Trustee of the dollar amount to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount amount) in connection with the announcement of not less than $1,000 the relevant corporate transaction. The Conversion Settlement Distribution will be computed in the same manner as set forth in Section 10.03(a) except that (1) the Cash Settlement Averaging Period shall be the 20 Trading Day period beginning on the Trading Day after the receipt of the Conversion Notice (or, in the event the Company receives the Conversion Notice on the Business Day prior to the Stated Maturity, the 20 Trading Day period beginning on the Trading Day after the Stated Maturity), and (2) if the Securities become convertible into Exchange Property, the Closing Price of the Common Stock shall be deemed to equal the sum of (A) 100% of the value of any Exchange Property consisting of cash received per $1,000 share of Common Stock, (B) the Closing Price of any Exchange Property received per share of Common Stock consisting of securities that are traded on a U.S. national securities exchange or approved for quotation on The New York Stock Exchange and (3) the Fair Market Value of any other Exchange Property received per share, as determined by two independent nationally recognized investment banks selected by the Trustee for this purpose. Settlement (in cash and/or shares) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, with respect to any Securities which may be converted after the date of such election, in its sole discretion without the consent of the Holders of the Securities, by notice to the Trustee and the Holders of the Securities, (i) to satisfy in cash the lesser of (1) (A) the Conversion Rate, multiplied by (B) the average Closing Price of the Common Stock during the Cash Settlement Averaging Period and (2) 100% of the principal amount of Securities being converted). The any such Security, with any remaining amount to be paid satisfied in shares of Common Stock, or (ii) to a converting Holder satisfy all of the Conversion Obligation in shares of Common Stock. Any Conversion Notice delivered following the date the Company makes either such election shall not be retractable, and the Conversion Settlement Distribution shall be computed and settlement dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) 10.03(a), except that the "Cash Settlement Averaging Period" Period shall be the ten 20 Trading Day period ending beginning on the Trading Day immediately preceding after receipt of the Final Maturity Date or the applicable Redemption Date, as Conversion Notice. In the case may be. 51 (c) The Company shall, prior of any Holders who elect to convert any Securities pursuant to the issuance of any Securities hereunderprovisions set forth in Section 10.01(a)(5) following the date the Company makes either election set forth in this Section 10.03(c), and from time such Holder, in connection with such conversion, would be entitled to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stockreceive Additional Shares, the number of shares of Common Stock deliverable upon conversion of all of Conversion Settlement Distribution will be computed and the Securitiessettlement dates will be determined in the same manner as set forth in Section 10.03(b)(ii). (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu Upon any conversion of the Company converting the Securities as set forth in Section 5.13, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash AmountNote, the Company shall deliver Cash only to the extent converting Holders, in respect of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of each $1,000 per 1.00 principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities Notes being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) full satisfaction of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its Company’s conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amountobligation, a number of shares of the Common Stock and/or an equal to the applicable Conversion Rate, together with cash in lieu of fractional shares in accordance with Section 14.05(e), subject to Section 14.16, which may result in the delivery of Warrants in lieu of Common Stock under certain circumstances. (b) Except for conversions upon a Fundamental Change as provided in Section 14.08, the Company shall deliver such cash and shares of Common Stock or Warrants, if applicable, on the third Business Day following the Conversion Date. (c) Upon conversion, Holders shall receive a separate cash payment for accrued and unpaid interest (including any Supplementary Interest, if any), to the Conversion Date, subject to Section 14.01(d) in the case of the Series A Notes, and to Section 14.04(e) in the case of the Series B Notes. (d) The Company’s delivery to the Holder of Common Stock or Warrants, as applicable, together with any cash payment for any fractional share of Common Stock, into which a Note is convertible will be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of such other securitiesthe Notes so converted and (ii) accrued and unpaid interest and Supplementary Interest, assets if any, to, but not including, the Conversion Date. (e) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or property (including Cashspecified portions thereof to the extent permitted hereby) attributable to one so surrendered. If any fractional share of Common Stock in connection with would be issuable upon the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition conversion of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal toany Notes, the sum of, for each Trading Day Company shall make payment therefor in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or cash in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional of fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Last Reported Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the relevant Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging PeriodDate. (bf) In the event that the Company receives Upon surrender of Notes for conversion in connection with a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13Fundamental Change, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of deliver shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued sharesor Warrants, shall be duly authorizedif applicable, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Securityincreased Conversion Rate as described in 14.08.

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice on or prior Holders surrendering Notes for conversion shall be entitled to the day that is 20 days prior to Final Maturity Date orreceive, with in respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall applyof each $1.00 principal amount of such Notes: (i) Subject an amount in cash (the "PRINCIPAL RETURN") equal to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation Value and (B) the principal amount of Securities being converted. With respect to the remaining portion, such Notes; and (ii) if any, of the Conversion Obligation in excess of Value is greater than the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash AmountNote, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cashthe "NET SHARES") attributable equal to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all sum of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, Daily Share Amounts for each Trading Day during the applicable Conversion Reference Period; provided that, in the Cash Settlement Averaging Period, (x) 10% lieu of the difference between delivery of Net Shares, SFC may, at its option deliver cash or a combination of cash and shares of Common Stock as set forth in Section 14.13(b) (such amount of cash or stock or combination thereof, the Conversion Obligation and "NET SHARE AMOUNT"). (b) SFC may elect to pay cash to the Cash AmountHolders of Notes surrendered for conversion in lieu of all or any portion of the Net Shares, divided by (y) if any, otherwise issuable pursuant to Section 14.13(a). In such event, the sum amount of cash payable in respect of such Net Shares shall equal the product of (i) the Sale Price percentage of each Net Share to which SFC's election to pay cash in lieu of delivery thereof shall apply, (ii) the number of Net Shares otherwise issuable upon conversion of such Notes pursuant to Section 14.13(a), and (iii) the average of the Closing Prices of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price for each of the amount 20 consecutive Trading Days of the Conversion Reference Period, appropriately adjusted to take into account the occurrence during such other securities, assets or property (including Cash) attributable period of stock splits and similar events. SFC shall inform the Holders through the Trustee no later than two Business Days following the Conversion Date relating to one share any Notes of Common Stock its election to deliver cash in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition lieu of all or substantially all any portion of the Company's assets or other transaction pursuant to Net Shares issuable upon conversion of such Notes, which the Securities became convertible into other securitiesnotice shall state, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu ofif applicable, the Common Stock, percentage of each Net Share to be paid in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stockcash. The Cash payment for fractional shares will Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be based determined by SFC on the Sale Price of the Common Stock on Business Day next following the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the applicable Conversion Obligation Reference Period (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51DETERMINATION DATE"). (c) The Company shallSFC shall pay and, prior to as applicable, deliver the issuance of any Securities hereunderConversion Consideration as promptly as practicable after the Determination Date, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securitiesin no event no later than four Business Days thereafter. (d) All shares Neither the Trustee nor the Conversion Agent has any duty to determine or calculate the Conversion Value, Principal Return, number of Common Stock that may be issued upon conversion Net Shares, the Net Share Amount or any other computation required under this Article 14, all of the Securities which shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock determined by SFC in accordance with the provisions of this Indenture, and the Company covenants Trustee and the Conversion Agent shall not be under any responsibility to list determine the correctness of any such Common Stock issued upon determinations and/or calculations and may conclusively rely on the correctness thereof. (e) SFC may satisfy its obligation to pay the Conversion Consideration and the Make Whole Premium, if any, with respect to Notes properly surrendered for conversion pursuant to this Article 14 by arranging for the purchase and transfer of such Notes, in lieu of the conversion of such Notes, pursuant to an agreement with a financial institution or other third party (collectively, a "THIRD PARTY PURCHASER") whereby the Securities Third Party Purchaser will purchase such Notes for consideration equal to the Conversion Consideration and the Make Whole 104 Premium, if any, which consideration will be payable in accordance the form set forth in the notice delivered by SFC to the Trustee pursuant to Section 14.13(b). If SFC elects to satisfy its payment obligation in connection with such conversion pursuant to an arrangement described in the requirements immediately preceding sentence, then such Notes shall remain outstanding and shall not be converted; provided that nothing contained herein shall prevent the Notes transferred to the Third Party Purchaser from being converted pursuant to the terms of this Article 14; and provided further that, subject to the last sentence of this clause (e), nothing contained in this clause (e) shall relieve SFC of its obligation to pay the Conversion Consideration and the Make Whole Premium, if any, as required pursuant to this Article 14. If the Third Party Purchaser pays the Conversion Consideration and the Make Whole Premium, if any, with respect to Notes properly surrendered for conversion pursuant to this Article 14, then the obligation of SFC to pay the Conversion Consideration and the Make Whole Premium, if any, with respect to such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security Notes shall also be a Transfer Restricted Securitydeemed satisfied and discharged in full.

Payment Upon Conversion. (a) In the event that If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 10.01 and the Company receives a such Holder's Notice of Conversion Notice on or prior to the day that is 20 calendar days prior to Final Maturity Date orthe Stated Maturity, or with respect to Securities being redeemed called for redemption pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATEFinal Notice Date"), the following procedures shall apply: (i) Subject Company may choose to the Company's right to elect to have satisfy all or any portion of its Conversion Obligation in cash. Upon such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13election, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall will notify such Holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such Holder's Conversion Notice (period, the "CASH SETTLEMENT NOTICE PERIODCash Settlement Notice Period"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or Common Stock otherwise issuable to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be convertedsuch Holder, such Holder may retract its the Conversion Notice may be retracted by the Holder at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIODConversion Retraction Period"). If no such election is made, ; no such retraction can be made (and such a Notice of Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). (ii) The amount . With respect to be paid any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash, Common Stock or a converting Holder shall be computed combination thereof, as followsselected by the Company as set forth below: (Ai) If the Company elects to satisfy the entire obligation with respect to the Securities being converted Conversion Obligation in Cashshares of Common Stock, the Company Conversion Settlement Distribution shall pay to such Holderbe a number of shares of Common Stock, for each $1,000 principal amount of Securities being convertedSecurities, Cash equal to the then current Conversion Rate. (ii) If the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) the applicable Conversion ObligationRate, and (B) if the average Last Reported Sale Price of the Common Stock for the 20 Trading Days in the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cashcash, the Company Conversion Settlement Distribution shall pay to consist of such Holder, for each $1,000 principal cash amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the "Cash Amount, (b") and a number of shares of the Common Stock equal to the sum ofgreater of (1) zero and (2) the excess, if any, of the number of shares of Common Stock calculated as set forth in clause (i) above over the number of shares equal to the sum, for each Trading Day in day of the Cash Settlement Averaging Period, of (x) 105% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Last Reported Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Periodsuch day. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In the event that the Company receives If a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final Maturity Date or, with respect to Holder surrenders its Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13conversion, the Company shall be required to pay to such Holder deliver, in Cash the lesser respect of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of $1,000 per principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being convertedsurrendered for conversion, Cash in an amount a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Conversion Obligation, andReference Period for such Security. The “Daily Settlement Amount” for each of the 20 Trading Days during the Conversion Reference Period shall consist of: (Bi) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash cash equal to the lesser of (ix) $50 and (y) the Cash Amount and Daily Conversion Value, and (ii) the Conversion Obligation, plus, to the extent that the Daily Conversion Obligation Value exceeds the Cash Amount$50, (b) a number of shares of the Common Stock (the “Daily Share Amount”) equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Daily Conversion Obligation Value and the Cash Amount$50, divided by (y) the Sale Price of the Common Stock Daily VWAP for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Periodday. (b) In Upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest, including Additional Interest, if any, unless such conversion occurs between a Record Date and the event Interest Payment Date to which it relates in which case such payment shall be payable to the Holder of converted Securities as of the Record Date. (c) Securities surrendered for conversion during the period from the Close of Business of any Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest (including any Additional Interest, if any) payable on the Securities being converted; provided further, however, that such payment is not required to be made (i) if the conversion is in connection with a redemption pursuant to Article 3 hereof and the Company receives has specified a Holder's Conversion Notice Redemption Date that is after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, a Record Date and on or prior to the Final Notice corresponding Interest Payment Date, ; (ii) if the conversion is in connection with a single notice, Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and prior to the Trustee, corresponding Interest Payment Date; (iii) with respect to any Securities converted after the Record Date immediately preceding the Maturity Date of the dollar amount Securities; or (iv) to be satisfied in Cash the extent of any overdue interest (which must be expressed either as 100% including overdue Additional Interest, if any), if overdue interest exists at the time of conversion with respect to the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery not issue fractional shares of any Common Stock upon conversion of Securities. If multiple Securities and shall use its best efforts to list such be surrendered for conversion at one time by the same Holder, the number of full shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation shall be issuable upon conversion shall be computed on the Nasdaq National Market or other over-the-counter market on which basis of the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion aggregate principal amount of the Securities into (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock in accordance with would be issuable upon the provisions conversion of this Indentureany Securities, the Company covenants shall make payment therefor in cash equal to list such the fraction of a share of Common Stock issued upon conversion otherwise issuable multiplied by the Daily VWAP for the final Trading Day of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Securityapplicable Conversion Reference Period.

Payment Upon Conversion. (a) In the event that Upon conversion the Company will deliver to Holders in respect of each $1,000 aggregate principal amount of Securities being converted a "SETTLEMENT AMOUNT" consisting of (1) cash equal to the lesser of $1,000 and the Conversion Value, and (2) to the extent the Conversion Value exceeds $1,000 (the "Excess Value") at the Company's option all or a portion of the Excess Value may be paid in either (A) cash equal to the Excess Value or (B) a number of shares equal to the sum of, for each day of the Cash Settlement Period, (i) 10% (or, if a Holder elects to convert its Securities pursuant to Section 10.01(c) and is entitled to Additional Shares pursuant to Section 10.01(d), then 20%) of the Excess Value, divided by (ii) the Closing Sale Price of the Common Stock for such day. The Company will deliver the Settlement Amount to converting Holders on the third Business Day following the date the Settlement Amount is determined. If the Conversion Agent receives a Holder's Conversion Notice on or prior to (1) the day date on which the Company provides notice of redemption pursuant to Section 3.03 (a "REDEMPTION NOTICE DATE") or (2) the date that is 20 days prior to Final the Stated Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), then if the following procedures shall apply: (i) Subject Company satisfies all or any portion of its obligation with respect to the Company's right to elect to have such Securities offered to Excess Value (the Exchange Institution for exchange "EXCESS VALUE OBLIGATION") in lieu of the Company converting the Securities as set forth in Section 5.13cash, the Company shall be required to pay to such Holder in Cash will notify the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount or a fixed percentage of not less than $1,000 per $1,000 principal amount of Securities being convertedthe Excess Value Obligation) at any time on or before the date that is two Business Days following receipt of such the Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or to pay a Cash Amount in excess shares otherwise issuable upon conversion of $1,000 per principal amount of Securities to be convertedthe Securities, such the Holder may retract its the Conversion Notice at any time during the two Business Day period immediately following the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no No such retraction can be made (and such a Conversion Notice shall will be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects does not elect to satisfy a fixed portion deliver cash in lieu of shares (other than 100%) of the Conversion Obligation cash in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares). If the Conversion Notice has not been retracted, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares then settlement (in cash and/or shares) will be based occur on the Sale Price Business Day following the final day of the Common Stock 20 Trading Day period beginning on the last Trading Day day after the final day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives If a Holder's Conversion Notice is received after a Redemption Notice Date or the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation Excess Value obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses cash and such Holders will not be allowed to satisfy all or any portion of retract the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the SecuritiesNotice. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice notice of conversion on or prior to the Optional Redemption Notice Date or the day that is 20 twenty (20) days prior to Final the Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, of the applicable Redemption Date Notes (the "FINAL NOTICE DATE"“Final Notice Date”), the following procedures shall will apply: (i) Subject : If the Company chooses to satisfy all or any portion of the Company's right to elect to have such Securities offered to ’s obligation (the Exchange Institution for exchange “Conversion Obligation”) in lieu of the Company converting the Securities as set forth in Section 5.13cash, the Company shall be required to pay to such Holder in Cash will notify the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice the conversion date (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the “Cash Settlement Averaging Notice Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation”). If the Company timely elects to satisfy 100% pay cash for any portion of the Conversion Obligation in Cash or shares otherwise issuable to pay a Cash Amount in excess of $1,000 per principal amount of Securities to such holder, the conversion notice may be converted, such Holder may retract its Conversion Notice retracted by the holder at any time during the two Business Day period immediately following beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"“Conversion Retraction Period”). If no such election is made, ; no such retraction can be made (and such Conversion Notice a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). . If the conversion notice has not been retracted, then settlement (iiin cash and/or shares) The amount to be paid to a converting Holder shall will occur on the Business Day following the final day of the twenty (20) Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows: (Ai) If the Company elects to satisfy the entire obligation with respect to the Securities being converted Conversion Obligation in Cashshares, the Company shall pay will deliver to such Holder, holders surrendering Notes for each $1,000 conversion a number of shares equal to (1) the aggregate original principal amount of Securities being convertedNotes to be converted divided by 1,000 multiplied by (2) the applicable Conversion Rate. (ii) If the Company elects to satisfy the entire Conversion Obligation in cash, Cash the Company will deliver to holders surrendering Notes for conversion cash in an amount equal to the product of: (A) a number equal to (1) the aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Conversion Obligation, Rate and (B) if the average of the Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy in cash a fixed portion (other than 100%) of the Conversion Obligation in Cashother than the entire obligation, the Company shall pay will deliver to holders surrendering Notes for conversion such Holder, for each $1,000 principal cash amount (“Cash Amount”) and a number of Securities being converted, (a) Cash shares equal to the lesser excess, if any, of the number of shares equal to (i) the Cash Amount and aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (ii) the Conversion ObligationRate, plus, over the number of shares equal to the extent that sum, for each day of the Conversion Obligation exceeds Cash Settlement Averaging Period, of (x) the Cash Amount, (b) a divided by the number of shares of the Common Stock equal to the sum of, for each Trading Day days in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Closing Sale Price of the Common Stock. In addition, the Company will pay cash for all fractional shares of Common Stock based on the average Closing Sale Price of the Common Stock for such Trading Day. Pursuant to during the foregoing clause Cash Settlement Averaging Period. (ii)(B)(biv) and if If the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to as described in subparagraphs (i) and (iii) above, and on the extent that date the Conversion Obligation exceeds notice of conversion is submitted by the Cash Amountholder, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, holder’s Notes (x) 10% of have not been registered under the difference between Securities Act or are not freely transferable pursuant to Rule 144(k) under the Conversion Obligation Securities Act and the Cash Amount, divided by (y) the sum Company has not complied with the registration obligations provided in the Registration Rights Agreement, then the Company shall deliver to holders of such Notes an additional number of shares equal to 3% of the number of shares calculated under subparagraphs (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Periodabove. (b) In the event that the Company receives a Holder's Conversion notice of conversion after an Optional Redemption Notice after Date or the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cashcash. Instead, if the Company chooses to redeem all or a portion of the Notes, the Company’s notice of redemption will inform the holders of its election to deliver shares of Common Stock or cash with respect to Notes converted prior to the redemption date. In addition, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash with respect to conversions after the Final Notice DateDate in cash, it shall send, on or prior the Company will send a single notice to the Final Notice Date, a single notice, to holders through the Trustee, Trustee of the dollar amount to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount amount) at any time on or before the Final Notice Date. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth under Section 14.03(a) above except that the “Cash Settlement Averaging Period” shall be the twenty (20) consecutive Trading Day period beginning on the Trading Day after the conversion date. If a conversion notice is received after an Optional Redemption Notice Date or the Final Notice Date, the holder of Notes subject to such conversion notice will not less be allowed to retract the conversion notice. Settlement (in cash and/or shares) will occur on the Business Day following the final day of such Cash Settlement Averaging Period. If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than $1,000 per $1,000 cash in lieu of any fractional shares), delivery of shares of Common Stock into which the Note are converted (and cash in lieu of any fractional shares) will be made through the Conversion Agent or the Depositary, as the case may be, as soon as practicable on or after the conversion date. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the holders of the Notes, by notice to the Trustee and the holders of the Notes to satisfy in cash 100% of the principal amount of Securities being convertedthe Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. If the Company chooses to satisfy all or a portion of the remainder of the Conversion Obligation in cash, the Company will provide notice of such election in the same manner as set forth above under either clause (a) or (b), whichever is applicable. The If the Company chooses to satisfy all of the remainder of the Conversion Obligation in Common Stock, notice of the election to deliver cash for the principal amount will be deemed to have been provided on the last date of the Cash Settlement Notice Period and the notice of conversion will not be paid to a converting Holder shall retractable. Settlement amounts will be computed and settlement dates for settlement of such conversion shall will be determined in the same manner as set forth above in Section 5.04(aunder clause (a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date(b), as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securitiesapplicable. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) In Notwithstanding anything to the event that contrary in Section 17.01, the Company may choose to satisfy all or a portion of the Conversion Obligation in cash. (b) If the Company receives a Holder's Conversion Notice notice of conversion in accordance herewith on or prior to the day that is 20 days 30 Trading Days prior to Final the Stated Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, or any redemption date for the applicable Redemption Date Notes (the "FINAL NOTICE DATEFinal Notice Date"), the following procedures shall will apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of If the Company converting the Securities as set forth in Section 5.13, the Company shall be required chooses to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, satisfy all or any portion of the Conversion Obligation in excess of the principal amount of the Securities being convertedcash, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall will notify such the converting Holder through the Trustee of the dollar amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy to be satisfied in Cash cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being convertedamount) at any time on or before the date that is two Business five Trading Days following receipt of such the converting Holder's Conversion Notice notice of conversion (the "CASH SETTLEMENT NOTICE PERIODCash Settlement Notice Period"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% all or any portion of the Conversion Obligation in Cash or to pay a Cash Amount in excess of $1,000 per principal amount of Securities to cash, the conversion notice may be converted, such retracted by the converting Holder may retract its Conversion Notice at any time during the two Business Trading Day period immediately following beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIODConversion Retraction Period"). If no such election is made, ; no such retraction can be made (and such Conversion Notice a conversion notice shall be irrevocable) if the Company does not elect to satisfy all or any portion of the Conversion Obligation in 72 cash (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then settlement (in cash and/or shares of Common Stock) will occur on the Trading Day following the final day of the 20-Trading Day period beginning on the third Trading Day following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted Conversion Obligation in Cashshares of Common Stock, the Company shall pay will deliver to such Holder, Holders surrendering Notes for each conversion a number of shares of Common Stock equal to (A) the aggregate Principal Amount of Notes to be converted divided by $1,000 principal amount of Securities being convertedmultiplied by (B) the then-effective Conversion Rate. (iii) If the Company elects to satisfy the entire Conversion Obligation in cash, Cash the Company will deliver to Holders surrendering Notes for conversion cash in an amount equal to the product of: (A) a number equal to (1) the aggregate principal amount of Notes to be converted divided by $1,000 multiplied by (2) the then-effective Conversion Obligation, Rate and (B) if the Company elects to satisfy a fixed portion (other than 100%) arithmetic average of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price Volume-Weighted Average Prices of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following during the Cash Settlement Averaging Period. (biv) In the event that If the Company receives elects to satisfy in cash a portion of the Conversion Obligation other than the entire obligation, the Company will deliver to Holders surrendering Notes for conversion such cash amount ("Cash Amount") and a number of shares of Common Stock equal to the greater of: (A) zero and (B) the excess, if any, of: (1) the number of shares of Common Stock equal to (x) the aggregate Principal Amount of Notes to be converted divided by $1,000, multiplied by (y) the then-effective Conversion Rate, minus (2) the number of shares of Common Stock equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Volume-Weighted Average Prices of the Common Stock for each Trading Day during the Cash Settlement Averaging Period. (v) if the Company elects to settle all of the Conversion Obligation in shares, settlement of the Conversion Obligation will occur as soon as practicable after receipt of the converting Holder's notice of conversion, but in no event later than three Trading Days thereafter. (i) If the Company elects to satisfy all or any portion of the Conversion Notice Obligation in cash in connection with a notice of conversion received in accordance herewith after the Final Notice Date, subject the Company must send a single notice to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu Trustee of the Company converting dollar amount to be satisfied in cash (which must be expressed either as 100% of the Securities Conversion Obligation or as set forth in Section 5.13, a fixed dollar amount) at any time on or before the Company shall Final Notice Date and will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cashcash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall Settlement amounts will be computed and settlement dates for settlement of such conversion shall will be determined in the same manner as set forth under Section 17.02(b) above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten twenty (20) consecutive Trading Day period Days ending on the third Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of Stated Maturity or any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of redemption date. Settlement (in cash and/or shares of Common Stock deliverable upon conversion Stock) will occur on the third Trading Day following the final day of such Cash Settlement Averaging Period. (ii) If the Company elects to settle all of the SecuritiesConversion Obligation in shares, settlement of the Conversion Obligation will occur as soon as practicable after receipt of the converting Holder's notice of conversion, but in no event later than three Trading Days thereafter. (d) All shares of Common Stock that may be issued upon conversion of Notwithstanding anything to the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock contrary in accordance with the provisions of this Indenture, at any time prior to Stated Maturity, the Company covenants may irrevocably elect, in its sole discretion without the consent of the Holders, by notice to list the Trustee and the Holders to satisfy in cash 100% of the principal amount of the Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock issued upon conversion or a combination of the Securities in accordance with the requirements cash and Common Stock. The Company will provide notice of such automated quotation system election in the same manner as set forth above under either clause (b) or exchange at such time(c), whichever is applicable. Any Common Stock issued upon conversion of a Security hereunder that at Settlement amounts will be computed and settlement dates will be determined in the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Securitysame manner as set forth above under clause (b) or (c), as applicable.

Payment Upon Conversion. (a) In the event that the Company receives a Holder's Conversion Notice on or prior to the day that is 20 days prior to Final Maturity Date or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu Upon any conversion of the Company converting the Securities as set forth in Section 5.13, the Company shall be required to pay to such Holder in Cash the lesser of (A) the Conversion Obligation and (B) the principal amount of Securities being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted) at any time on or before the date that is two Business Days following receipt of such Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE PERIOD"). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash AmountNote, the Company shall deliver Cash only to the extent converting Holders, in respect of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Conversion Obligation in Cash or to pay a Cash Amount in excess of each $1,000 per 1.00 principal amount of Securities to be converted, such Holder may retract its Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If no such election is made, no such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities Notes being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) full satisfaction of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its Company’s conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amountobligation, a number of shares of the Common Stock and/or an equal to the applicable Conversion Rate, together with cash in lieu of fractional shares in accordance with Section 14.05(e), subject to Section 14.16, which may result in the delivery of Warrants in lieu of Common Stock under certain circumstances. (b) Except for conversions upon a Fundamental Change as provided in Section 14.08, the Company shall deliver such cash and shares of Common Stock or Warrants, if applicable, on the third Business Day following the Conversion Date. (c) Upon conversion, Holders shall receive a separate cash payment for accrued and unpaid interest (including any Supplementary Interest, if any), to the Conversion Date, subject to Section 14.01(d) in the case of the Series A Notes, and to Section 14.04(f) in the case of the Series B Notes. (d) The Company’s delivery to the Holder of Common Stock or Warrants, as applicable, together with any cash payment for any fractional share of Common Stock, into which a Note is convertible will be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of such other securitiesthe Notes so converted and (ii) accrued and unpaid interest and Supplementary Interest, assets if any, to, but not including, the Conversion Date. (e) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or property (including Cashspecified portions thereof to the extent permitted hereby) attributable to one so surrendered. If any fractional share of Common Stock in connection with would be issuable upon the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition conversion of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal toany Notes, the sum of, for each Trading Day Company shall make payment therefor in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or cash in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional of fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Last Reported Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the relevant Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging PeriodDate. (bf) In the event that the Company receives Upon surrender of Notes for conversion in connection with a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13Fundamental Change, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to the Trustee, of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of deliver shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued sharesor Warrants, shall be duly authorizedif applicable, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Securityincreased Conversion Rate as described in 14.08.