Common use of Right to Convert Clause in Contracts

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity], 2020, only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued], 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder the holder of any Note shall have the right, at such Holderholder’s option, to convert all the principal amount of the Note, or any portion of its Notes at an initial Conversion Rate such principal amount which is a multiple of [ ] $1,000, into AirTran Consideration Units, which include fully paid and nonassessable shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(iias such shares shall then be constituted), (x) prior at the Conversion Rate in effect at such time, by surrender of the Note so to be converted in whole or in part, together with any required funds, in the Close of Business on the Business Day immediately preceding [three months prior to maturity], 2020, manner provided in Section 14.02. The Notes shall be convertible only upon satisfaction the occurrence of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.following events: (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]After June 30, 2015 2003, if the Closing Sale Price of the Stock Component Rate of shares of Common Stock plus the Cash Component exceeds 110% of the Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days Day period ending on the last Trading Day of the calendar quarter immediately preceding fiscal quarter (it being understood for purposes of this Section 14.01(a)(i) that the calendar quarter Conversion Price in which effect at the conversion occurs, is more than 130% close of the (i) has been met or (y) to verify business on each of the Company’s determination regarding such market price condition.30 consecutive Trading Days should be used); (ii) If, prior to during each of the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 period after any five consecutive Trading Day period in which the Trading Price per $100 1,000 principal amount of the Notes on for each Trading Day during any ten consecutive Trading-Day day of such five day period (the “Measurement Period”) is was less than 98% of the sum of (A) the product of the Closing Sale Price on the applicable date multiplied by the number of shares of Common Stock, making up a portion of the AirTran Consideration Unit, into which $1,000 principal amount of the Notes could then be converted (xassuming that the Notes were convertible as of such date) plus (B) the product of the Cash Component multiplied by the number of AirTran Consideration Units into which $1,000 principal amount of the Notes could then be converted (assuming that the Notes were convertible as of such date); provided that if on the date of any conversion pursuant to this clause (ii) that is after July 1, 2018 the Closing Sale Price of the Stock Component Rate of shares of Common Stock on such Trading Day and (y) plus the Cash Component is greater than the Conversion Rate in effect on such Trading DayPrice, a Holder may surrender holder shall receive, in lieu of AirTran Consideration Units based on the Conversion Price, cash or Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the principal amount of the holder’s Notes plus accrued interest as of the conversion date (a “Principal Value Conversion”); (iii) if such Note has been called for conversion redemption, at any time during on or after the five consecutive Trading Days following such Measurement Period. Whenever date the condition to conversion set forth notice of redemption has been given until the close of business on the Business Day immediately preceding, the redemption date or if earlier the discharge of the Indenture under Section 12.01; or (iv) as provided in Section (b) of this Section 4.01(b)(ii14.01. The Trustee (or other conversion agent appointed by the Company) has been metshall, on behalf of the Company Company, determine on a daily basis whether the Notes shall so notify be convertible as a result of the Holdersoccurrence of an event specified in clause (i) above and, if the Notes shall be convertible, the Trustee (or other conversion agent appointed by the Company) shall promptly deliver to the Company and the Bid Solicitation Agent and Trustee (if the Conversion Agent (in each case, if other than Trustee is not the Trusteeconversion agent) in writing. The Trading Price written notice thereof Whenever the Notes shall be determined by the Company become convertible pursuant to this Section 4.01(b)(ii) 14.01, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 16.03, and the definition of “Trading Price” set forth in Section 1.01Company shall also publicly announce such information and publish it on Southwest’s web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. The Company shall provide written notice to the Bid Solicitation Agent Trustee (if or other than the Company) of the three independent nationally recognized securities dealers selected conversion agent appointed by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes under this Section 14.01 unless the Company has requested such solicitation in writinga determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note holder provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the sum of (A) the product of (x) the Closing Sale Price on the applicable date multiplied by the number of shares of Common Stock, making up a portion of the Common Stock on AirTran Consideration Unit, into which $1,000 principal amount of the Notes could then be converted (assuming that the Notes were convertible as of such Trading Day and date) plus (yB) the Conversion Rate in effect on product of the Cash Component multiplied by the number of AirTran Consideration Units into which $1,000 principal amount of the Notes could then be converted (assuming that the Notes were convertible as of such Trading Daydate). At If such timeevidence is provided, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company Trustee (or other conversion agent) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the sum of (A) the product of (x) the Closing Sale Price on the applicable date multiplied by the number of shares of Common Stock, making up a portion of the Common Stock on AirTran Consideration Unit, into which $1,000 principal amount of the Notes could then be converted (assuming that the Notes were convertible as of such Trading Day and date) plus (yB) the Conversion Rate in effect on product of the Cash Component multiplied by the number of AirTran Consideration Units into which $1,000 principal amount of the Notes could then be converted (assuming that the Notes were convertible as of such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writingdate). (iiib) If the Company elects In addition, if: (i) (A) Southwest distributes to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants entitling them to subscribe for or purchase, (for a period expiring within 60 calendar 45 days after of the declaration record date for the determination of the stockholders entitled to receive such issuance, distribution) to subscribe for or purchase shares of the Common Stock, at a price per share that is less than the average of the Closing Sale Price of for the Common Stock on ten Trading Days immediately preceding, but not including, the Trading Day immediately preceding the declaration date for such issuance; distribution is first publicly announced by Southwest, or (yB) Southwest distributes to all holders of Common Stock, cash, assets (other than cash distributions permitted by Section 14.05(e)), debt securities (or other evidence rights to purchase its securities, where the Fair Market Value of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which such distribution has a per share value exceeding 10of Common Stock exceeds 5% of the Closing Sale Price of the Common Stock as of on the Trading Day immediately preceding preceding, the declaration date for such distributiondistribution is first publicly announced by Southwest, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company must deliver gives notice to the holders of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days which shall be not less than 20 days prior to the Ex-Dividend Date Time for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close the close of Business business on the Business Day immediately preceding such preceding, but not including, the Ex-Dividend Date and (b) Time or the Company’s announcement date Southwest publicly announces that such issuance or distribution will not take place. Neither the Trustee nor ; provided that no adjustment to the Conversion Agent shall have any obligation (I) Price or the ability of a holder of a Note to determine whether a convert will be made if the holder will otherwise participate in such distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.without conversion; or (ivii) If Southwest consolidates with or merges with or into another Person or is a transaction party to a binding share exchange or event that constitutes a Fundamental Change conveys, transfers, sells, leases or a Make Whole Fundamental Change occurs prior to otherwise disposes of all or substantially all of its properties and assets, then the Close of Business on the Business Day immediately preceding [ ], 2020, a holder Notes may surrender Notes be surrendered for conversion at any time from and after the date that is 35 Scheduled Trading Days fifteen (15) days prior to the anticipated effective date of the transaction or event (or, if later, and ending on and including the date on which fifteen (15) days after the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders consummation of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge transaction. The Board of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose Directors shall determine the anticipated effective date of the transaction, and such transaction or event at least 35 Scheduled Trading Days determination shall be conclusive and binding on the holders and shall be publicly announced by Southwest and posted on Southwest’s web site not later than two Business Day prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event)15th day. Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company If Southwest is a party to a consolidation, merger or merger, binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition sale of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeits assets, in each case pursuant to which the Common Stock would be is converted into cash, securities securities, or other property. In such event, Holders will have then at the effective time of the transaction, a holder’s right to surrender Notes for conversion at any time from convert a Note into the AirTran Consideration Units will be changed into a right to convert it into the kind and amount of cash (including the 35th Scheduled Trading Day Cash Component), securities and other property which such holder would have received if such holder had converted such Notes immediately prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity], 202020[ ], only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 202020[ ], at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued], 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 20[ ] the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 202020[ ], a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon Upon compliance with the provisions of this Indenture, each a Holder of Securities shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes such Securities, at an initial the applicable Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined then in accordance with Section 4.03(a)(ii)effect, (x) prior to the Close close of Business business on the Business Day immediately preceding [three months prior to maturity]April 15, 20202014, only upon satisfaction of one or more of the conditions described in Section 4.01(b), clauses (i) through (iv) below and (y) on or after [insert date inserted in immediately preceding brackets]April 15, 20202014, at any time until prior to the Close close of Business business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless July 15, 2014 irrespective of whether the conditions described in Section 4.01(bclauses (i) are satisfiedthrough (iv) below. (i) A Prior to the close of business on the Business Day immediately preceding April 15, 2014, a Holder of Securities may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2009 if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price conditionapplicable Conversion Price in effect on each applicable Trading Day. (ii) If, prior Prior to the Close close of Business business on the Business Day immediately preceding [three months before maturity ]April 15, 2020 2014, a Holder of Securities may surrender its Securities for conversion during the five Business Day period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder of Securities in accordance with the procedures set forth in this Section 4.01(a)(ii), for each Trading Day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such (the “Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodPrice Condition”). Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the The Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note Securities provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on such each day the Company fails to do so. If the Trading Day Price Condition has been met, the Company shall so notify Holders, the Trustee and (y) the Conversion Rate in effect on such Trading DayAgent. If, on at any Trading Day time after the condition to conversion set forth in this Section 4.01(b)(ii) Trading Price Condition has been met, the Trading Price per $100 1,000 principal amount of Notes Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on for such Trading Daydate, the Company will shall so notify the Holdersholders of the Securities, the Trustee, the Bid Solicitation Agent Trustee and the Conversion Agent (if other than the Trustee) in writingAgent. (iii) If the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar 45 days after the declaration announcement date for of such issuance, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distribution, and shall notify the Holders of the Ex-Dividend Date for such distributionSecurities, to in the Holders manner provided in Section 11.2 hereof, at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distributionissuance. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close the close of Business business on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. Neither Notwithstanding the Trustee nor foregoing, a Holder of Securities may not convert its Securities under the provisions of this Section 4.01(a)(iii) if such Holder will participate in such issuance or distribution, at the same time and upon the same terms as a holder of Common Stock, as if such Holder held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Agent shall have any obligation (I) Rate in effect immediately prior to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distributionEx-Dividend Date. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close occurs, regardless of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change Holder has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion require the Company to purchase the Securities pursuant to Article 3 hereof, or if the Company is a party to a consolidation, merger or merger, binding share exchange exchange, or a sale, assignment, conveyance, transfer, transfer or lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeassets, in each case case, pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets, Holders will have the right to may surrender Notes Securities for conversion at any time from and including or after the 35th date which is 25 Scheduled Trading Day Days prior to the anticipated effective date of such transaction to, and including, until 35 Trading Days after the 40th Scheduled Trading Day following the actual effective date of such transactiontransaction (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date). To The Company shall notify Holders and the extent commercially reasonably practicable, Trustee as promptly as practicable following the date the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction not transaction, but in no event less than 35 25 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than it being understood and agreed that the actual effective date of such transaction). Notwithstanding the foregoing, in no event will public announcement by the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of any such transaction and (ii) or event shall satisfy in full the earlier Company’s obligation to so notify Holders of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or Securities). (b) are required to publicly disclose under applicable law or Securities may not be converted after the rules close of any stock exchange business on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventsecond Scheduled Trading Day immediately preceding July 15, 2014.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder shall have the right, at such Holder’s option, to convert all the Principal Amount of any such Securities, or any portion of its Notes such Principal Amount which is $1,000 or a multiple of $1,000 thereof at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined then in accordance with Section 4.03(a)(ii)effect, (x) on or after April 1, 2012 through the close of business on the third Business Day immediately preceding Stated Maturity and (y) prior to the Close close of Business business on the Business Day immediately preceding [three months prior April 1, 2012, but (solely in the case of a conversion pursuant to maturity], 2020, this clause (y)) only upon the satisfaction of one or more any of the following conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until only during the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.periods set forth below: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2007, if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price conditionConversion Price in effect on each applicable Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 Principal Amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this (ii), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the applicable Conversion Agent (in each case, if other than the Trustee) in writingRate. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company In connection with any conversion in accordance with the definition of Trading Price, along with the appropriate contact information for each. Howeverthis Section 5.01(a)(ii), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 principal amount 1,000 Principal Amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount 1,000 Principal Amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading DayRate. If, on any Trading Day after If the condition Company does not so instruct the Bid Solicitation Agent to conversion set forth in this Section 4.01(b)(ii) has been metobtain bids when required, the Trading Price per $100 principal amount 1,000 Principal Amount of Notes is greater Securities shall be deemed to be less than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of and the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading Day, each day the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writingfails to do so. (iii) If In the event that the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading-Day period ending on the Business Day preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors of the Company, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Business Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and in the manner provided in Section 106 of the Ex-Dividend Date for such distributionBase Indenture, to the Holders at least 35 45 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such distribution shall not take place, even if the Securities are not otherwise convertible at such time. A Holder may not exercise a right to convert Securities pursuant to this Section 5.01(a)(iii) if such Holder may participate in the issuance or distribution on the same terms as holders of Common Stock, as a result of holding the Securities, without conversion of the Securities. For the avoidance of doubt, the distribution of rights by the Company under a stockholder rights plan will not take place. Neither constitute one of the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in conditions set forth under this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution5(a)(iii). (iv) (A) If the Company is party to a transaction or event that constitutes a described in clause (2) (without giving effect to the proviso in clause (2)) of the definition of Fundamental Change or a Make Whole (without, for the avoidance of doubt, giving effect to the exception in the penultimate paragraph of the definition of Fundamental Change occurs prior relating to Publicly Traded Securities), the Close Company shall notify Holders, in the manner provided in Section 106 of Business on the Business Day immediately preceding [ ]Base Indenture, 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 least 45 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which for such transaction. Once the Company gives notice of has given such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than Holders may surrender Securities for conversion at any time until 15 calendar days after the actual effective date of such transaction or event). Notwithstanding the foregoing(or, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of if such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute constitutes a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transactionrelated Fundamental Change Purchase Date). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this the Indenture, each Holder shall have the right, at such Holder’s option, to convert any or all of its Notes, or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate thereof, such that the principal amount that remains Outstanding of Notes (equivalent to each Note that is not converted in full equals $1,000 or an initial Conversion Price integral multiple of approximately $[ ] per share of Common Stock) 1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 4.03(a)(ii)) hereof, (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]August 15, 20202021, only upon satisfaction of one or more of the conditions described in Section 4.01(b)) hereof, and (y) on or after [insert date inserted in immediately preceding brackets]August 15, 20202021, at any time until prior to the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfiedhereof. (ia) A Prior to the Close of Business on the Business Day immediately preceding August 15, 2021, a Holder may surrender all or any a portion of its Notes for conversion during any calendar fiscal quarter commencing after the quarter ending [the June 30, 2017 (and only during such fiscal quarter in which the notes were issued], 2015 quarter) if the Closing Last Reported Sale Price per Common Share for each of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on and including the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of thethe applicable Conversion Price in effect on each applicable Trading Day. (i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior Prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]August 15, 2020 2021, a Holder may surrender all or a portion of its Notes for conversion during the five consecutive Business Day period immediately after any five consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 4.01(b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company or the Bid Solicitation Agent, as applicable, pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.011.01 hereof. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writingdetermination; and the Company shall have no obligation to make such request (or, if the Company is the acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the NotesPrice) unless a Holder of a Note at least $5,000,000 aggregate principal amount of Notes provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for (if other than the Notes from three independent nationally recognized securities dealers selected by the Company for the Company Company) to determine (or, if the Company is the acting as Bid Solicitation Agent, the Company it shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, on at any Trading Day time after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal condition to 98% of the product of (xconversion set forth in this Section 4.01(b)(ii) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Dayceases to be met, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent Trustee and the Conversion Agent (if other than the Trustee) ). The Trustee shall have no obligation to determine the Trading Price of the Notes. For the avoidance of doubt, the failure to provide the notice referred to in writingthe immediately preceding sentence will not extend the five consecutive Business Day period during which the Notes will be convertible as described in this Section 4.01(b)(ii). (iiiii) If the Company elects to issue or distribute, as the case may be, (x) issues to all or substantially all holders of the Common Stock to (x) Shares any rights, options or warrants entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the purchase Common StockShares, at a price per share that is less than the Closing average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (y) distributes to all or substantially all holders of the Common Shares the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock Shares on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect announcement of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 35 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. After the Company has delivered such notice, Holders may surrender all or a portion of their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Notes are not otherwise convertible at such a distributiontime. (iviii) If the Company publicly announces a transaction or event that constitutes would, if consummated, constitute a Fundamental Change, a Make-Whole Fundamental Change or Share Exchange Event, or if any such transaction or event occurs (regardless of whether the Holders would have the right to require the Company to purchase their Notes pursuant to Article 3), the Company shall mail notice (a Make “Specified Corporate Transaction Notice”) of such specified corporate transaction or event to the Holders as promptly as practicable following the first public announcement by the Company of such transaction or event or, in the case that no public announcement is made, the occurrence of such transaction or event. Upon receiving notice or otherwise becoming aware of a transaction or event that would, if consummated, constitute a Fundamental Change, Make-Whole Fundamental Change occurs prior or Share Exchange Event, the Company will use commercially reasonable efforts to announce or cause the Close announcement of Business on such transaction or event in time to deliver the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion related Specified Corporate Transaction Notice at any time from and after the date that is 35 least 45 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, or if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable at least 45 Scheduled Trading Days prior to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective dateevent, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware ofbecome aware, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, ; provided that in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or and (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is Common Shares are then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have For any obligation to (x) determine whether a such potential Fundamental Change, Make-Whole Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify Share Exchange Event, the Company’s determination regarding such occurrence or non-occurrence.Specified Corporate Transaction Notice shall describe: (vA) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger transaction or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to ; (B) the anticipated effective date of such transaction toor event; (C) the Holder’s right to convert their Notes in accordance with Section 4.01(b)(iv); (D) the Conversion Rate in effect on the date the Company mails such notice; (E) that an adjustment to the Conversion Rate is expected to be made pursuant to Section 4.05 as a result of such transaction or event and the formula for determining such adjustment; (F) whether the relevant transaction or event is expected to constitute a Share Exchange Event, and includingand, if so, that the 40th Scheduled Notes will become convertible into Reference Property, subject to the settlement provisions of this Indenture; (G) whether the relevant transaction or event is expected to constitute a Fundamental Change, and, if so, that Holders will have the right to require the Company to purchase their Notes pursuant to Article 3; and (H) whether the relevant transaction or event is expected to constitute a Make-Whole Fundamental Change, and, if so, that the Conversion Rate will be increased under Section 4.06 for Notes converted in connection with such Make-Whole Fundamental Change. Upon the Company’s delivery of a Specified Corporate Transaction Notice, a Holder may surrender its Notes for conversion at any time until the 35th Trading Day immediately following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or event or, if the Company does not have knowledge of such transaction or it determinesevent constitutes a Fundamental Change, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of immediately preceding the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventrelated Fundamental Change Purchase Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or at any portion time following the Issue Date of its Notes at an initial Conversion Rate the Securities hereunder through the close of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months prior to maturity]the Stated Maturity to convert the Principal Amount of any such Securities, 2020or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at a rate (“Conversion Rate”) then in effect, only upon satisfaction of one (x) on or more of after September 1, 2037, without regard to the conditions described in Section 4.01(b), clauses (i) through (v) below and (y) on or after [insert date inserted in immediately preceding brackets]prior to September 1, 20202037, at only upon the satisfaction of any time until of the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.following conditions: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]March 31, 2015 2008 if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar preceding fiscal quarter immediately preceding the calendar quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on such market price conditionlast Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 9.01(a)(ii), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such (“Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodPrice Condition”). Whenever the condition to conversion set forth in For purposes of this Section 4.01(b)(ii) has been met9.01(a)(ii), the Company shall so notify the Holders, the Trustee and if the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three Securities from an independent nationally recognized securities dealers selected dealer as required by the Company in accordance with the definition of Trading Price, along then the Trading Price per $1,000 Principal Amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the trading price per $1,000 principal amount of the debentures will be deemed to be less than 98% of the product of the Last Reported Sale Price on each day that the Company fails to do so. In connection with the appropriate contact information for each. Howeverany conversion in accordance with this Section 9.01(a)(ii), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is to the Bid Solicitation Agent, to determine the Trading Price of the Notes) Agent unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on and such Holder requests that the Company require the Bid Solicitation Agent to determine the Trading DayPrice. At Promptly after receiving such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such and the applicable Conversion Rate. If and when the Trading Day Price per $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and (y) the applicable Conversion Rate in effect on such Trading DayRate, the Company will notify the Holders. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been metIf at anytime thereafter, the Trading Price per $100 principal amount 1,000 Principal Amount of Notes Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on for such Trading Daydate, the Company will so also notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 7, at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01(a)(iii) will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to issue or distribute, as the case may be, to: (A) distribute to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants entitling them to subscribe or securities convertible into or exchangeable or exercisable for or purchaseCommon Stock, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stockdistribution, at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock Shares of Capital Stock of the Company, evidences or indebtedness or other assets or property, which distribution has a per share value, as determined by the Company’s Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 1.06, to the Holders at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Ex Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Ex Date and (b) or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. Neither Notwithstanding the Trustee nor foregoing, no Holder may convert its Securities pursuant to this Section 9.01(iv) if, as a result of holding the Securities, such Holder will participate in such distribution without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Agent shall have any obligation Rate multiplied by the aggregate Principal Amount (Iexpressed in thousands) of the Securities to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify be converted by such Holder, and otherwise on the Company’s determination regarding such a distributionsame basis as holders of the Common Stock. (ivA) If the Company is party to a transaction or event that constitutes a described in clause (2) of the definition of Fundamental Change or a Make Whole Fundamental Change occurs prior (without giving effect to the Close proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company shall notify Holders, in the manner provided in Section 1.06, by the later of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion (1) at any time from and after the date that is 35 least 30 Scheduled Trading Days prior to the anticipated effective date of for such transaction and (2) the transaction or event (or, if later, first Trading Day after the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders obtains actual knowledge of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if transaction. Once the Company does not have knowledge of has given such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than Holders may surrender Securities for conversion at any time until 35 calendar days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change, the related Fundamental Change Repurchase Date); and (B) If a Fundamental Change of the type described in clause (1), (3) or event). Notwithstanding (4) of the foregoingdefinition thereof occurs, in no event will Holders may surrender Securities for conversion at any time beginning on the Company be required to provide actual effective date of such notice to Fundamental Change until and including the Holders before the earlier of (i) date that is 35 calendar days after the actual effective date of such transaction or event and (ii) or, if earlier, until the earlier related Fundamental Change Repurchase Date. The initial Conversion Rate is set forth on the Form of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or Reverse of Security in Section 2.03 of this Indenture. (b) are required to publicly disclose under applicable law For purposes of this Section 9.01, and notwithstanding the definition contained in Section 1.01, the term “Trading Day” shall mean a day during which (A) trading in the Common Stock generally occurs on the principal U.S. national or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share regional securities exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to market on which the Common Stock would be converted into cashis listed or admitted for trading, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it (B) there is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction Market Disruption Event and (iiC) a Last Reported Sale Price is available on the earlier of such time as the Company principal U.S. national or its Affiliates (a) have publicly disclosed regional securities exchange or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange market on which the Company’s equity Common Stock is then listed or admitted for trading. If the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation Common Stock (x) to determine whether or other security for which a corporate event described in Last Reported Sale Price must be determined for purposes of this Section 4.01(b)(v9.01) has occurred is not listed or (y) to verify the Company’s determination regarding such admitted for trading on a corporate eventU.S. national or regional securities exchange or market, then, for purposes of this Section 9.01, “Trading Day” shall mean a Business Day.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity], 2020, only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until following the Close Issue Date of Business the Securities hereunder through the close of business on the second Scheduled Trading Day immediately preceding prior to the stated Stated Maturity Date regardless to convert the Principal Amount of whether any such Securities, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the Conversion Rate then in effect, (x) on or after November 15, 2011, without regard to the conditions described in Section 4.01(bclauses (i) are satisfied.through (iv) below and (y) prior to November 15, 2011, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]March 31, 2015 2007 if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on such market price conditionlast Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 6.01(a)(i), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the applicable Conversion Agent (in each case, if other than the Trustee) in writingRate. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company In connection with any conversion in accordance with the definition of Trading Price, along with the appropriate contact information for each. Howeverthis Section 6.01(a)(i), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the applicable Conversion Agent (if other than the Trustee) in writingRate. (iii) If In the event that the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 13.02, to the Holders at least 35 20 Scheduled Trading Days prior to the Ex-Dividend Ex Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Ex Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Securities are not otherwise convertible at such a distributiontime. (iv) (A) If the Company is party to a transaction or event that constitutes a described in clause (2) of the definition of Fundamental Change or a Make Whole Fundamental Change occurs prior (without, for the avoidance of doubt, giving effect to the Close of Business on proviso set forth in the Business Day immediately preceding [ ]definition thereof relating to Publicly Traded Securities), 2020the Company shall notify Holders, a holder may surrender Notes for conversion in the manner provided in Section 13.02, at any time from and after the date that is 35 least 20 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which for such transaction. Once the Company gives notice of has given such transaction) notice, Holders may surrender Securities for conversion at any time until 20 calendar days after the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated actual effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day transaction. If a Fundamental Change of the date upon which type described in clause (1) or (5) in the Company receives noticedefinition thereof occurs, or otherwise becomes aware of, such transaction or event, unless Holders may surrender Securities for conversion at any time beginning on the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated actual effective date of such transaction or event (but in no event later than Fundamental Change until and including the date that is 20 calendar days after the actual effective date of such transaction or event). Notwithstanding or, if later, until the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or related Fundamental Change Repurchase Date. (b) are required to publicly disclose under applicable law For purposes of this Section 6.01, and notwithstanding the definitions contained in Section 1.01, the term “Trading Day” shall mean a day during which (A) trading in the Common Stock generally occurs on the principal U.S. national or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share regional securities exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to market on which the Common Stock would be converted into cashis listed or admitted for trading, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it (B) there is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction Market Disruption Event and (iiC) a Last Reported Sale Price is available on the earlier of such time as the Company principal U.S. national or its Affiliates (a) have publicly disclosed regional securities exchange or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange market on which the Company’s equity Common Stock is then listed or admitted for trading. If the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation Common Stock (x) to determine whether or other security for which a corporate event described in Last Reported Sale Price must be determined for purposes of this Section 4.01(b)(v6.01) has occurred is not listed or (y) to verify the Company’s determination regarding such admitted for trading on a corporate eventU.S. national or regional securities exchange or market, then, for purposes of this Section 6.01, “Trading Day” shall mean a Business Day.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert all the principal amount of any such Notes, or any portion of its Notes such principal amount equal to $1,000 or a multiple of $1,000 thereof, at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial in effect on the Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii)Date for such Notes, (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]December 15, 20202019, only upon satisfaction of one or more of the conditions described in Section 4.01(b), clauses (i) through (v) below and (y) on or after [insert date inserted in immediately preceding brackets]December 15, 20202019, at any time until prior to the Close close of Business business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless June 15, 2020 irrespective of whether the conditions described in Section 4.01(bclauses (i) are satisfied.through (v) below: (i) A Prior to December 15, 2019, a Holder of Notes may surrender all or any a portion of its Notes for conversion during any calendar quarter (and only during such calendar quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2015, if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the applicable Conversion Price in effect on each applicable Trading Day as determined by the Company’s determination regarding such market price condition. The Company shall notify the Trustee and the Conversion Agent if the Notes become convertible in accordance with this Section 4.01(a)(i). (ii) IfPrior to December 15, prior to 2019, a Holder of Notes may surrender its Notes for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 period after any five consecutive Trading Day period in which the Trading Price per $100 1,000 principal amount of Notes, as determined following a request by a Holder of Notes on in accordance with the procedures set forth in this Section 4.01(a)(ii), for each Trading Day during any ten consecutive Trading-Day of such period (the “Measurement Period”) is was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Conversion Date (the “Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodPrice Condition”). Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the The Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note Notes provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading DayRate. At such time, the The Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day promptly following the receipt of such evidence and on each successive Trading Day until such Trading Day on which the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (y) or, if the Conversion Rate in effect on such Trading DayCompany is then acting as Bid Solicitation Agent, the Company will does not obtain) bids when required or (if the Bid Solicitation Agent is not the Company) the Company so notify the Holders, the Trustee, instructs the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Agent (if other Rate on each day the Company or Bid Solicitation Agent, as applicable, fails to do so. If the Trading Price Condition has been met, the Company shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the Trustee) in writingproduct of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify Holders, the Trustee and the Conversion Agent. (iii) If the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, purchase shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date announcement for such distribution, then, in either each case, the Company must deliver notice of such distribution, and shall notify the Holders of the Ex-Dividend Date for such distribution, to the Holders Notes at least 35 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close the close of Business business on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Notes are not otherwise convertible at such a distributiontime. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close occurs, regardless of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change Holder has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender require the Company to purchase the Notes for conversion pursuant to Article 3 hereof, or if the Company is a party to a consolidation, merger or merger, binding share exchange exchange, or a sale, assignment, conveyance, transfer, transfer or lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeassets, in each case case, pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets, Holders will have the right to may surrender Notes for conversion at any time from and including or after the 35th date which is 25 Scheduled Trading Day Days prior to the anticipated effective date of such transaction to, and including, until 35 Trading Days after the 40th Scheduled Trading Day following the actual effective date of such transactiontransaction (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). To the extent commercially reasonably practicableThe Company shall notify Holders, the Conversion Agent (if other than the Trustee) and the Trustee as promptly as practicable following the date the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction not transaction, but in no event (1) less than 35 25 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction in the case of transactions to which the Company is a party or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date (2) later than one Business Day after becoming aware of such transaction at least 35 Scheduled Trading Days prior in the case of transactions to the anticipated effective date, within one Business Day of the date upon which the Company receives noticeis not a party. (v) If, at any time after June 20, 2018, the Company calls any or otherwise becomes awareall of the Notes for redemption as described under Article 15 hereof, Holders of the Notes will have the right to convert their Notes at any time until the close of business on the Business Day immediately preceding the Redemption Date, after which time Holders will no longer have the right to convert their Notes on account of the Company’s delivery of notice of such transactionredemption, unless the Company determinesdefaults in the payment of the Redemption Price. If a Holder elects to convert its Notes in connection with a Redemption Notice issued by the Company, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required shall: (A) increase the conversion rate for the Notes as described under Section 4.06 hereof; and (B) pay to provide such notice Holder an amount equal to Holders before accrued and unpaid interest (including additional amounts, if any) on the earlier of (i) Notes that are surrendered for conversion to, but excluding, the actual effective conversion date; provided that if such conversion date of such transaction occurs after a record date and (ii) on or prior to the earlier of such time as corresponding Interest Payment Date, the Company shall pay the interest due (including Additional Interest, if any) on that Interest Payment Date to the Holder of record on the relevant record date and no additional payment will be made pursuant to this clause. Failure by the Company to give any notice required by Section 4.01, or its Affiliates (a) have publicly disclosed any defect therein, shall not affect the legality or acknowledged validity of the circumstances giving rise to such anticipated relevant transaction or event. (b) are required to publicly disclose under applicable law or Notes may not be converted after the rules close of any stock exchange business on which the Company’s equity is then listed second Scheduled Trading Day immediately preceding the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventStated Maturity.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder the holder of any Note shall have the right, at such Holder’s option, right to convert all the principal amount of the Note, or any portion of its Notes at an initial Conversion Rate such principal amount which is a multiple of [ ] $1,000, into cash or a combination of cash and fully paid and non-assessable shares of Common Stock per (as such shares shall then be constituted) by surrender of the Note so to be converted in whole or in part, together with any required funds under the circumstances described in this Section 14.01, in the manner provided in Section 14.02. Each $100 aggregate 1,000 of principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of shall be convertible for cash and Common Stock) into , if any, in an amount equal to the Daily Settlement Amount determined Amount, payable as set forth in accordance with Section 4.03(a)(ii)14.04. The Notes shall be convertible prior to the close of business on the scheduled trading day immediately preceding September 15, 2036, only upon the occurrence of one of the following events: (xi) prior to the Close of Business on the Business Day scheduled trading day immediately preceding [three months prior to maturity]September 15, 20202036, only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar fiscal quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]December 31, 2015 2006, if the Closing Sale Price exceeds 120% of the Common Stock Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days Day period ending on the last Trading Day of the immediately preceding calendar quarter immediately preceding (it being understood for purposes of this Section 14.01(a)(i) that the calendar quarter Conversion Price in which effect at the conversion occurs, is more than 130% close of the (i) has been met business on each of the 30 consecutive Trading Days should be used and such calculation shall give effect to any event referred to in Section 14.05 or (y) to verify the Company’s determination regarding 14.06 occurring during such market price condition.30 Trading Day period); (ii) If, prior to during the Close of Business on the five Business Day period immediately preceding [three months before maturity ], 2020 after any five consecutive Trading Day period in which the Trading Price per $100 1,000 principal amount of the Notes on for each day of such five Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is was less than 98% of the product of the Closing Sale Price on the applicable date and the Conversion Rate; (xit being understood for purposes of this Section 14.01(a)(ii) that the Conversion Rate in effect at the close of business on each of the five consecutive Trading Days should be used and such calculation shall give effect to any event referred to in Section 14.05 or 14.06 occurring during such five Trading Day period). Upon satisfaction of the Trading Price condition set forth above the Company shall so notify the Noteholders and if at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of (a) the Closing Sale Price on such date and (b) the then-applicable Conversion Rate of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been metNotes, the Company shall so notify the HoldersNoteholders. (iii) if such Note has been called for redemption, at any time on or after the Trustee and date the Bid Solicitation Agent and notice of redemption has been given until the close of business on the Business Day immediately preceding the redemption date; or (iv) as provided in Section (b) of this Section 14.01. Upon receipt by the Conversion Agent of a demand for conversion from a Noteholder pursuant to clause (i) of this Section 14.01, the Conversion Agent shall inform the Company of such request and the Company shall thereupon furnish to the Conversion Agent an Officer’s Certificate stating whether the Notes are then convertible pursuant to clause (i) of this Section and setting forth in each casereasonable detail the Company’s basis for such determination. Upon receipt of such Officer’s Certificate, then the Conversion Agent shall promptly deliver written notice thereof to the Company (and, if the Conversion Agent is other than the Trustee) in writing, to the Trustee). The Trading Price In any event, the Company shall be determined by obligated at all times to determine whether the Company Notes shall be convertible as a result of the occurrence of an event specified in clause (i) of this Section 14.01. Whenever the Notes shall become convertible pursuant to this Section 4.01(b)(ii) 14.01, the Company or, at the Company’s written request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 16.03, and the definition of “Trading Price” set forth in Section 1.01Company shall also publicly announce such information and publish it on the Company’s web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. The Company shall provide written notice to the Bid Solicitation Trustee (or other Conversion Agent (if other than the Company) of the three independent nationally recognized securities dealers selected appointed by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price under clause (a)(ii) of the Notes this Section 14.01 unless the Company has requested in writing such solicitation in writinga determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note holder provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on Rate. If such Trading Day. At such timeevidence is provided, the Company shall instruct the Bid Solicitation Agent request in writing to solicit market bid quotations for that the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to Trustee (or other Conversion Agent) determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if Rate. The Trustee shall not be liable for its determination of the Trading Price in compliance with the methodology set forth in this Section 14.01, except for any negligence or willful misconduct of the Trustee in making such determination. Notwithstanding any other than provision of this Section 14.01(a), on and after September 15, 2036, and until the Trustee) in writingclose of business on the scheduled trading date immediately preceding the maturity date of the Notes, the holder of any Note shall have the right to convert the principal amount of the Note, or any portion of the Note which is a multiple of $1000, at the Conversion Rate. (iiib) If In addition, if: (i) (A) the Company elects distributes to issue or distribute, as the case may be, to all or substantially all holders of the its Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, purchase (for a period expiring within 60 calendar 45 days after of the declaration record date for the determination of the stockholders entitled to receive such issuance, distribution) shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% average of the Closing Sale Price of for the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled ten Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such noticeimmediately preceding, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will but not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if laterincluding, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event distribution is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have first publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which announced by the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 37.2148 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 26.87 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]October 15, 20202019, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]October 15, 20202019, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2014 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]October 15, 2020 2019, the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day NY\6371365.3 is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]October 15, 20202019, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Make-Whole Fundamental Change has occurred or (y) verify the Company’s 's determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less NY\6371365.3 than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder on or prior to December 14, 2026, the holder of any Note shall have the right, at such Holderholder’s option, to convert all the principal amount of the Note, or any portion of its Notes such principal amount which is a multiple of $1,000, at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes in effect at such time (equivalent to an initial the “Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(iiObligation”), (x) prior by surrender of the Note so to be converted in whole or in part, together with any required funds, under the Close of Business on circumstances described in this Section 15.01 and in the Business Day immediately preceding [three months prior manner provided in Section 15.02. Prior to maturity]June 15, 20202013, the Notes shall be convertible only upon satisfaction the occurrence of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.following events: (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued], 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the five Business Day period of 30 immediately following any five consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of the Notes for each day of such Measurement Period was less than 98103% of the product of (x) the Closing Sale Price of and the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading Day; or (ii) as provided in Section 15.01(b). On and after June 15, a Holder may surrender 2013, the Notes for conversion shall be convertible at any time during time. Neither the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined agent appointed by the Company pursuant to this Section 4.01(b)(ii) and nor the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) Trustee shall have no an obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes under this Section 15.01 unless the Company has requested such solicitation in writing; and so requests by notice to the Trustee. The Company shall have no obligation be obligated, within two Business Days, to make such a request notice if a holder of any Note so requests and either (or, if i) such holder has provided the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98103% of the product of (x) the Closing Sale Price of and the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on or (ii) such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing holder has agreed to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by reimburse the Company for the Company to determine (or, if Trustee’s reasonable expenses in connection with the Company is the Bid Solicitation Agent, the Company shall determine) determination of the Trading Price per $100 principal amount of the Notes. For purposes of the preceding sentence, reasonable evidence shall consist of at least one bid by an Independent Nationally Recognized Securities Dealer, which bid shall have been made not more than two days prior to the holder’s request. Following a Company request notice, the Trustee shall determine the Trading Price of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98103% of the product of (x) the Closing Sale Price and the applicable Conversion Rate, and the Company shall provide such Trading Price information to the holder that requested the determination of the Common Stock on Trading Price; provided that the Trustee shall be under no duty or obligation to make the calculations described in this Section 15.01(a) or to determine whether the Notes are convertible pursuant to such section. For the avoidance of doubt, the Company shall make the calculations described in this Section 15.01(a)(i), using the Trading Day Price provided by the Trustee. In connection with any request by a holder of any Note that the Trading Price of the Notes be determined, if the Trustee determines that the Trading Price per $1,000 principal amount of Notes was less than 103% of the product of the Closing Sale Price and (y) the Conversion Rate during each day of the applicable Measurement Period, the Company shall reimburse such holder for any amounts paid to the Company or the Trustee in effect on connection with the making of such determination. If the condition set forth in Section 15.01(a)(i) has been met, the Company shall so notify the holders of the Notes. Upon giving notice to the holders of the Notes that such Notes are convertible, so long as the Notes remain convertible, neither the Company nor the Trustee shall be obligated to measure the Trading DayPrice per $1,000 principal amount of Notes until such time as the Company elects to instruct the Trustee to so measure. If, on If at any Trading Day point after the condition to conversion set forth in this Section 4.01(b)(ii15.01(a)(i) has been met, the Trading Price per $100 1,000 principal amount of Notes Notes, as determined in accordance with this Section 15.01(a), is equal to or greater than or equal to 98103% of the product of (x) the Closing Sale Price of and the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading DayRate, the Company will shall so notify the Holdersholders of the Notes. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties and obligations pursuant to this Section 15.01(a) and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Bid Solicitation Agent and Trustee in carrying out its duties under this Section 15.01(a); provided that nothing herein shall be construed to relieve the Conversion Agent (if other than the Trustee) in writingTrustee of its duties pursuant to this Section 15.01(a). (iiib) If In addition, if prior to June 15, 2013: (i) (A) the Company elects distributes to issue or distribute, as the case may be, to all or substantially all holders of the its Common Stock to (x) any rights, options rights or warrants entitling them to subscribe for or purchase, (for a period expiring within 60 calendar 45 days after of the declaration applicable record date for the determination of the stockholders entitled to receive such issuance, distribution) to subscribe for or purchase shares of the Common Stock, at a price per share that is less than the average of the Closing Sale Price for the ten(10) Trading Days immediately preceding, but not including, the date such distribution is first publicly announced by the Company; or (B) the Company distributes to all holders of its Common Stock, cash or other assets, debt securities or rights to purchase its securities, where the Fair Market Value of such distribution per share of Common Stock exceeds 10% of the Common Stock Closing Sale Price on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to distribution is first publicly announced by the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distributionCompany, then, in either case, the Notes may be surrendered for conversion at any time on and after the date that the Company must deliver gives notice to the holders of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days which shall be not less than 20 days prior to the Ex-Dividend Date Time for such distribution. After , until the earlier of the close of business on the second Business Day immediately preceding, but not including, the Ex-Dividend Time or the date the Company has delivered publicly announces that such noticedistribution will not take place; provided that no adjustment to the Conversion Rate will be made if the Holder will otherwise participate in such distribution on an as-converted basis in its capacity as a Noteholder without conversion in which case a Holder of a Note will not have the ability to convert pursuant to this Section 15.01(b); or (ii) the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, Holders may surrender their transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets in each case pursuant to which the Common Stock is converted into cash, securities or other property, then the holders shall have the right to convert Notes for conversion at any time beginning 30 scheduled Trading Days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the related Designated Event Repurchase Date (or, if such transaction does not constitute a Fundamental Change, until and including the date which is 15 days after the earlier of (a) Close the actual effective date of Business on the Business Day immediately preceding such Ex-Dividend Date and transaction or (b) the Company’s announcement date that such issuance or distribution the Company announces that the transaction will not take place). Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding If such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to of the Close of Business on the Business Day immediately preceding [ ], 2020type specified in Section 15.01(d), a holder may surrender converting Notes for during the period specified in Section 15.01(d) shall also be entitled to any Additional Shares payable in connection with such conversion pursuant to Section 15.01(d). The Company will notify holders of Notes and the Trustee at any time from and after the date that is 35 Scheduled least 30 scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close . The Board of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose Directors shall determine the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction totransaction, and including, such determination shall be conclusive and binding on the 40th Scheduled Trading Day following holders beginning on the effective date of such the transaction. To the extent commercially reasonably practicable, the Company right to convert the Notes into cash and Common Stock will give notice convert into a right to Holders of convert the anticipated effective date for Notes into cash and Reference Property pursuant to, and in accordance with, Section 15.06. If such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date oralso constitutes a Designated Event, if a Noteholder may require the Company does not have knowledge to repurchase all or a portion of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable holder’s Notes pursuant to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event3.05.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 25.8705 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 38.65 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]March 1, 20202023, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]March 1, 20202023, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]March 1, 2020 2023 the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]March 1, 20202023, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Make-Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert all the principal amount of any such Notes, or any portion of its Notes such principal amount equal to $1,000 or an integral multiple of $1,000, at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of in effect on the Conversion Date for such Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined subject to, and in accordance with with, the settlement provisions of Section 4.03(a)(ii4.02, the “Conversion Obligation”), (x) prior to the Close close of Business business on the Business Day immediately preceding [three months prior to maturity]August 1, 20202017, only upon satisfaction of one or more of the conditions described in Section 4.01(b), clauses (i) through (iv) below and (y) on or after [insert date inserted in immediately preceding brackets]August 1, 20202017, at any time until prior to the Close close of Business business on the second Scheduled Trading Day immediately preceding the stated Stated Maturity Date regardless irrespective of whether the conditions described in Section 4.01(bclauses (i) are satisfied.through (iv) below: (i) A Prior to the close of business on the Business Day immediately preceding August 1, 2017, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during any calendar fiscal quarter commencing (and only during such fiscal quarter) after the quarter ending [the fiscal quarter in which the notes were issued]ending on June 30, 2015 2014 if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during in the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more than exceeds 130% of the the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each fiscal quarter commencing after the fiscal quarter ending on June 30, 2014 whether the Notes are convertible as a result of the price of the Common Stock, and if the Company determines that the Notes are convertible in accordance with this Section 4.01(a)(i), the Company shall notify the Trustee and the Conversion Agent (i) has been met or (y) to verify if other than the Company’s determination regarding such market price conditionTrustee). (ii) If, prior Prior to the Close close of Business business on the Business Day immediately preceding [three months before maturity ]August 1, 2020 the Trading Price per $100 principal amount 2017, a Holder of Notes on each may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Notes (as determined following a request by a Holder of Notes in accordance with the procedures set forth in this Section 4.01(a)(ii)) for each Trading Day of the Measurement Period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day (the “Trading Price Condition”), subject to compliance with the procedures and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion conditions set forth in this Section 4.01(b)(ii4.01(a)(ii) has been concerning the obligation to make a Trading Price determination, in which event the Trading Price Condition shall be met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(ii) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the NotesNotes in accordance with this Section 4.01(a)(ii)) unless a Holder of a Note Notes provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on Rate. Promptly following receipt of such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the Conversion Rate. If, upon presentation of such reasonable evidence by the Holder, the Company does not cause the Bid Solicitation Agent to make such determination (or, if the Company is then acting as Bid Solicitation Agent, the Company does not make such determination), the Trading Day Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and (y) the Conversion Rate in effect on each day the Company does not make such determination or cause the Bid Solicitation Agent to make such determination. If the Trading DayPrice Condition has been met, the Company will shall, as soon as practicable following the condition being met, so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Bid Solicitation Agent Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writingby the same mechanism. (iii) If If, prior to the close of business on the Business Day immediately preceding August 1, 2017, the Company elects to issue or distribute, as the case may be, to: (A) distribute to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them for a period of not more than 60 calendar days from the record date for such distribution to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, purchase shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuancedistribution; or (B) distribute to all or substantially all holders of Common Stock assets, securities or rights to purchase securities of the Company not otherwise covered by clause (yA) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a))above, which distribution has a per share value value, as reasonably determined by the Board of Directors, exceeding 10% of the Closing average of the Last Reported Sale Price Prices of the Common Stock as of over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and shall notify the Holders of the Ex-Dividend Date for such distribution, to the Holders Notes at least 35 70 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company mails such notice until the earlier of (a) Close the close of Business business on the Business Day immediately preceding such Ex-Dividend Date and (b) or the date of the Company’s announcement that such issuance or distribution will shall not take place, even if the Notes are not otherwise convertible at such time. Neither No Holder may exercise its right to convert its Notes under the Trustee nor provisions of this Section 4.01(a)(iii) if such Holder otherwise may participate in any such distribution described above without conversion (based upon the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify Rate and upon the Company’s determination regarding such a distributionsame terms as holders of the Common Stock). (iv) If Prior to the close of business on the Business Day immediately preceding August 1, 2017, if a transaction or event that constitutes a Fundamental Change (but without regard to the exclusion of transactions involving Publicly Traded Securities in the paragraph following clause (4) of that definition) or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]occurs, 2020, a holder Holders may surrender Notes for conversion at any time from and after the 70th Scheduled Trading Day prior to the anticipated Effective Date of such transaction until the 45th day following the actual Effective Date of such transaction (or, if earlier and to the extent applicable, the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date). The Company shall notify Holders of the anticipated Effective Date of the Fundamental Change or Make-Whole Fundamental Change, as the case may be, (i) as soon as practicable following the date that is 35 the Company publicly announces such transaction or event but in no event less than 70 Scheduled Trading Days prior to the anticipated effective date Effective Date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction ; or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, (ii) if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 70 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date Effective Date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transactiontransaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date Effective Date of such transaction and (ii) or event. The Company shall update its notice promptly if the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or Effective Date subsequently changes. (b) are required Notwithstanding anything herein to publicly disclose under applicable law the contrary, Holders may surrender all or any portion of their Notes for conversion at any time beginning on August 1, 2017, until the rules close of any stock exchange business on which the Company’s equity is then listed second Scheduled Trading Day immediately preceding Stated Maturity irrespective of the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described conditions set forth in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.4.01(a)

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all the principal amount of any such Securities, or any portion of its Notes such principal amount which is $1,000 or an integral multiple of $1,000 thereof at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined then in accordance with Section 4.03(a)(ii)effect, (x) prior to on or after April 15, 2029 through the Close close of Business business on the second Business Day immediately preceding [three months the Stated Maturity and (y) prior to maturity]April 15, 20202029, but only upon the satisfaction of one or more of the conditions described set forth in Section 4.01(b), clauses (i) through (v) below and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until only during the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.periods set forth below: (i) A Prior to the close of business on the Business Day immediately preceding April 15, 2029, a Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 2009, if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on each such market price conditionTrading Day. (ii) If, prior Prior to the Close close of Business business on the Business Day immediately preceding [three months before maturity ]April 15, 2020 2029, a Holder may surrender its Securities for conversion during the Trading Price per $100 principal amount of Notes on each Trading five Business-Day during period after any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 5.01(a)(ii), for each day of such Measurement Period was less than 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodRate. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the The Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities in accordance with this Section 5.01(a)(ii) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on Rate. Promptly after receiving such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such and the Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Day Price per $1,000 principal amount of Securities will be deemed to be less than 97% of the product of the Last Reported Sale Price of the Common Stock and (y) the Conversion Rate on each day the Company fails to do so. If the Trading Price condition has been met the Company shall notify the Holders of the Securities in effect on such Trading Daythe manner provided in Section 1.06, the Trustee and the Conversion Agent. If, on at any Trading Day time after the Trading Price condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes Securities is greater than or equal to 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will shall so notify the HoldersHolders of the Securities in the manner provided in Section 1.06, the Trustee, the Bid Solicitation Agent Trustee and the Conversion Agent (if other than the Trustee) in writingAgent. (iii) If If, prior to the close of business on the Business Day immediately preceding April 15, 2029, the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distribution, and shall notify the Holders of the Ex-Dividend Date for such distributionSecurities, to in the Holders manner provided in Section 1.06, at least 35 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Securities are not otherwise convertible at such time. (aiv) Close If, prior to the close of Business business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If April 15, 2029, a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior or is expected to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Dateoccur, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or merger, binding share exchange exchange, or a sale, assignment, conveyance, transfer, transfer or lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeassets, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets, Holders will have the right to may surrender Notes Securities for conversion at any time from from, and including including, the 35th 30th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled 35th Trading Day following the such effective date of such transactiontransaction or, if such transaction also constitutes a Fundamental Change and the Securities have become due and payable as provided in Article 8, until the close of business on the Business Day immediately preceding the date the Securities are due and payable. To Unless the extent commercially reasonably practicableCompany has provided notice pursuant to Section 4.01(b), the Company will give notice to notify the Holders of and the anticipated effective Trustee, in the manner provided in Section 1.06, as promptly as practicable following the date for the Company publicly announces such transaction not less transaction, but in no event fewer than 35 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction and on or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose before the anticipated effective date of such transaction at least 35 Scheduled fifth Trading Days prior to Day after the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding . (v) If, prior to the foregoingclose of business on the Business Day immediately preceding April 15, in no event will 2029, the Company be required calls any Securities for redemption, then Holders may surrender Securities for conversion at any time prior to provide the close of business on the second Business Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or time. (b) are required to publicly disclose under applicable law or Securities may not be converted after the rules close of any stock exchange business on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventsecond Business Day immediately preceding May 15, 2029.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each at any time during the periods from, and including, December 1, 2030, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert all the Securities held by such Holder, or any portion of its Notes at such principal amount that is an initial Conversion Rate integral multiple of [ ] $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock per $100 aggregate principal amount (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of Notes (equivalent the Securities so to an initial Conversion Price be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, December 1, 2030 until the close of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months the Maturity Date. At any time prior to maturity], 2020, only upon satisfaction the close of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business business on the second Scheduled Trading Business Day immediately preceding December 1, 2030, Holders may convert their Securities only upon the stated Maturity Date regardless occurrence of whether one of the conditions described in Section 4.01(b) are satisfied.following events or during one of the following periods: (i) A Holder may surrender all or on any portion of its Notes for conversion date during any calendar quarter commencing beginning after the quarter ending [the fiscal quarter in which the notes were issued]December 31, 2015 2025 (and only during such calendar quarter), if the Closing Sale Price of the Common Stock was more than 130% of the then current Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify as determined by the Company’s determination regarding such market price condition.; (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, distributes to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants (other than pursuant to a stockholder rights plan) entitling them to subscribe for or purchase, for a period expiring within 60 of 45 calendar days after the declaration date for such issuanceor less, shares of the Common Stock, Stock at a price per share that is of Common Stock less than the average Closing Sale Price per share of the Common Stock on for the ten Trading Day immediately Days preceding the declaration date for such issuance; distribution; (iii) if the Company distributes to all or (y) cashsubstantially all holders of the Common Stock, debt cash or other assets, securities or rights to purchase the Company’s securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made than pursuant to Section 4.04(a)a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock as of on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.; (iv) If a transaction or event that constitutes if (A) a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close close of Business business on the Business Day immediately preceding [ ]December 1, 20202030, regardless of whether a Holder has the right to require the Company to repurchase the Securities as set forth under Section 3.04, or (B) if the Company is party to a Specified Transaction that occurs prior to the close of business on the Business Day immediately preceding December 1, 2030 (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a holder may surrender Notes for conversion “Corporate Event”), at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event Corporate Event (or, if later, the date on which Business Day after the Company gives notice of such transactionCorporate Event) until 35 Trading Days after the Close effective date of Business on (1) such Corporate Event or, if such transaction or event is Corporate Event also constitutes a Fundamental Change, the Business Day immediately preceding until the related Fundamental Change Purchase Repurchase Date. The Company shall notify Holders, or the Trustee and the Conversion Agent (2if other than the Trustee) otherwise, on the 40th Scheduled Trading Day immediately following of the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determinesany Corporate Event, in its commercially reasonable discretionwriting, that it is impractical or inadvisable to disclose no later than the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence.Corporate Event; (v) Holders will have during the right to surrender Notes five consecutive Business-Day period immediately following any ten consecutive Trading-Day period in which the Trading Price per $1,000 principal amount of the Securities, as determined following a request by a Holder in accordance with Section 10.01(b)(ii), for conversion each Trading Day during such ten Trading-Day period was less than 98% of the product of the Closing Sale Price of the Common Stock for each day during such ten Trading-Day period and the then current Conversion Rate (the “Trading Price Condition”); and (vi) if the Company is a party to a consolidation, merger calls any or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case Securities for Optional Redemption pursuant to which Section 3.01, then the Common Stock would be converted into cash, securities Holder of the Security called for Optional Redemption may surrender such Security (or other property. In such event, Holders will have the right to surrender Notes a portion thereof) for conversion at any time from and including prior to the 35th close of business on the Scheduled Trading Day prior to the anticipated effective date of Redemption Date, even if the Securities called for Optional Redemption are not otherwise convertible at such transaction to, and includingtime. After that time, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice right to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transactionconvert shall expire, unless the Company determinesdefaults in the payment of the Redemption Price, in which case a Holder of Securities called for Optional Redemption may convert its commercially reasonable discretion, that it is no longer impractical Securities called for Optional Redemption until the Redemption Price has been paid or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction)duly provided for. Notwithstanding the foregoing, in no event will if the Company calls less than all outstanding Securities for Optional Redemption and a Holder (including, for this purpose, the owner of a beneficial interest in a Global Security) is not able to reasonably determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the Securities owned by such Holder (or beneficially owned by such owner of a beneficial interest, as applicable) are subject to such partial Optional Redemption (and, as a result thereof, convertible in accordance with this Section 10.01(a)(vi)) for any reason, then such Holder (or such owner of a beneficial interest, as applicable) shall be required entitled to provide convert such notice Securities after the date of the Redemption Notice until the close of business on the Scheduled Trading Day immediately preceding the Redemption Date (the “Redemption Period”), regardless of whether such Securities (or such beneficial interests, as applicable) are subject to Holders before the earlier such partial Optional Redemption, and any such conversion will be deemed to be of a Security called for Optional Redemption for purposes of Section 10.05. (b) (i) the actual effective date of such transaction and (ii) the earlier of such time as the The Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither shall notify the Trustee nor and the Conversion Agent shall have any obligation (xif other than the Trustee) in writing on or prior to determine the fifth Business Day following the first day of each calendar quarter commencing after December 31, 2025 whether a corporate event described the Securities may be surrendered for conversion in this accordance with Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event10.01(a)(i).

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each at any time during the periods from, and including, December 15, 2025, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert all the Securities held by such Holder, or any portion of its Notes at such principal amount that is an initial Conversion Rate integral multiple of [ ] $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock per $100 aggregate principal amount (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of Notes (equivalent the Securities so to an initial Conversion Price be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, December 15, 2025 until the close of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months the Maturity Date. At any time prior to maturity], 2020, only upon satisfaction the close of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business business on the second Scheduled Trading Business Day immediately preceding December 15, 2025, Holders may convert their Securities only upon the stated Maturity Date regardless occurrence of whether one of the conditions described in Section 4.01(b) are satisfied.following events or during one of the following periods: (i) A Holder may surrender all or on any portion of its Notes for conversion date during any calendar quarter commencing beginning after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 2023 (and only during such calendar quarter), if the Closing Sale Price of the Common Stock was more than 130% of the then current Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify as determined by the Company’s determination regarding such market price condition.; (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, distributes to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants (other than pursuant to a stockholder rights plan) entitling them to subscribe for or purchase, for a period expiring within 60 of 45 calendar days after the declaration date for such issuanceor less, shares of the Common Stock, Stock at a price per share that is of Common Stock less than the average Closing Sale Price per share of the Common Stock on for the ten Trading Day immediately Days preceding the declaration date for such issuance; distribution; (iii) if the Company distributes to all or (y) cashsubstantially all holders of the Common Stock, debt cash or other assets, securities or rights to purchase the Company’s securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made than pursuant to Section 4.04(a)a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock as of on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.; (iv) If a transaction or event that constitutes if (A) a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close close of Business business on the Business Day immediately preceding [ ]December 15, 20202025, regardless of whether a Holder has the right to require the Company to repurchase the Securities as set forth under Section 3.04, or (B) if the Company is party to a Specified Transaction that occurs prior to the close of business on the Business Day immediately preceding December 15, 2025 (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a holder may surrender Notes for conversion “Corporate Event”), at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event Corporate Event (or, if later, the date on which Business Day after the Company gives notice of such transactionCorporate Event) until 35 Trading Days after the Close effective date of Business on (1) such Corporate Event or, if such transaction or event is Corporate Event also constitutes a Fundamental Change, the Business Day immediately preceding until the related Fundamental Change Purchase Repurchase Date. The Company shall notify Holders, or the Trustee and the Conversion Agent (2if other than the Trustee) otherwise, on the 40th Scheduled Trading Day immediately following of the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determinesany Corporate Event, in its commercially reasonable discretionwriting, that it is impractical or inadvisable to disclose no later than the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence.Corporate Event; (v) Holders will have during the right to surrender Notes five consecutive Business-Day period immediately following any ten consecutive Trading-Day period in which the Trading Price per $1,000 principal amount of the Securities, as determined following a request by a Holder in accordance with Section 10.01(b)(ii), for conversion each Trading Day during such ten Trading-Day period was less than 98% of the product of the Closing Sale Price of the Common Stock for each day during such ten Trading-Day period and the then current Conversion Rate (the “Trading Price Condition”); and (vi) if the Company is a party to a consolidation, merger calls any or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case Securities for Optional Redemption pursuant to which Section 3.01, then the Common Stock would be converted into cash, securities Holder of the Security called for Optional Redemption may surrender such Security (or other property. In such event, Holders will have the right to surrender Notes a portion thereof) for conversion at any time from and including prior to the 35th close of business on the Scheduled Trading Day prior to the anticipated effective date of Redemption Date, even if the Securities called for Optional Redemption are not otherwise convertible at such transaction to, and includingtime. After that time, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice right to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transactionconvert shall expire, unless the Company determinesdefaults in the payment of the Redemption Price, in which case a Holder of Securities called for Optional Redemption may convert its commercially reasonable discretion, that it is no longer impractical Securities called for Optional Redemption until the Redemption Price has been paid or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction)duly provided for. Notwithstanding the foregoing, in no event will if the Company calls less than all outstanding Securities for Optional Redemption and a Holder (including, for this purpose, the owner of a beneficial interest in a Global Security) is not able to reasonably determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the Securities owned by such Holder (or beneficially owned by such owner of a beneficial interest, as applicable) are subject to such partial Optional Redemption (and, as a result thereof, convertible in accordance with this Section 10.01(a)(vi)) for any reason, then such Holder (or such owner of a beneficial interest, as applicable) shall be required entitled to provide convert such notice Securities after the date of the Redemption Notice until the close of business on the Scheduled Trading Day immediately preceding the Redemption Date (the “Redemption Period”), regardless of whether such Securities (or such beneficial interests, as applicable) are subject to Holders before the earlier such partial Optional Redemption, and any such conversion will be deemed to be of a Security called for Optional Redemption for purposes of Section 10.05. (b) (i) the actual effective date of such transaction and (ii) the earlier of such time as the The Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither shall notify the Trustee nor and the Conversion Agent shall have any obligation (xif other than the Trustee) in writing on or prior to determine the fifth Business Day following the first day of each calendar quarter commencing after June 30, 2023 whether a corporate event described the Securities may be surrendered for conversion in this accordance with Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event10.01(a)(i).

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 25.8705 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 38.65 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]March 1, 20202025, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]March 1, 20202025, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]March 1, 2020 2025 the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]March 1, 20202025, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Make-Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 133.3333 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 7.50 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]April 2, 20202018, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]April 2, 20202018, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued], 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130120% of thethe applicable Conversion Price in effect on (i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]April 2, 2020 2018 the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]April 2, 20202018, a holder may surrender Notes for conversion at any time from and after the date that is 35 30 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 30 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Make-Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th 30th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 30 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this the Indenture, each Holder shall have the right, at such Holder’s 's option, to convert all its Notes, or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate such that the principal amount that remains Outstanding of Notes (equivalent to each Note that is not converted in full equals $1,000 or an initial Conversion Price integral multiple of approximately $[ ] per share of Common Stock) 1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 4.03(a)(ii)) hereof, (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]September 15, 20202027, only upon satisfaction of one or more of the conditions described in Section 4.01(b)) hereof, and (y) on or after [insert date inserted in immediately preceding brackets]September 15, 20202027, at any time until prior to the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfiedhereof. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar fiscal quarter commencing after the quarter ending [the March 31, 2013 (and only during such fiscal quarter in which the notes were issued], 2015 quarter) if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price conditionapplicable Conversion Price in effect on each applicable Trading Day. (ii) If, prior to A Holder may surrender Notes for conversion during the Close of Business on the five consecutive Business Day immediately preceding [three months before maturity ], 2020 the period after any five consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 4.01(b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company or the Bid Solicitation Agent, as applicable. pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.011.01 hereof. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation determination in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on at any Trading Day time after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal condition to 98% of the product of conversion set forth in this Section 4.01 (xb) the Closing Sale Price of the Common Stock on such Trading Day and (yii) the Conversion Rate in effect on such Trading Dayceases to be met, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on the first Trading Day on which such condition ceases to be met. None of the Trustee nor the Conversion Agent shall have any obligation to determine the Trading Price of the Notes. (iii) If the Company elects to (x) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, purchase shares of the Common Stock, at a price per share that is less than the Closing average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (y) distribute to all or substantially all holders of the Common Stock the Company's assets, debt securities or rights to purchase the Company's securities, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date announcement for such distribution, other than the spin-off of Era Group Inc. announced by the Company on October 1, 2012, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 35 60 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s 's announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) Notes are not otherwise convertible at such time; provided, however, that Holders may not convert their Notes pursuant to determine whether a distribution described in this Section 4.01(b)(iii) has occurred if the Company provides that Holders shall participate, at the same time and upon the same terms as holders of the Common Stock, and as a result of holding the Notes, in the relevant issuance or distribution without having to convert their Notes as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (IIexpressed in thousands) to verify the Company’s determination regarding of Notes held by such a distributionHolder . (iv) If (x) a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to (a) a consolidation, merger or binding share exchange or a saleexchange, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets or (b) a sale, Holders will have conveyance, transfer or lease of all or substantially all of the right assets of the Company and its Subsidiaries to surrender another person (other than any of the Company's Subsidiaries), the Notes may be surrendered for conversion at any time from and including or after the 35th date that is 55 Scheduled Trading Day Days prior to the anticipated effective date of such transaction to(or, and includingif later, the 40th Scheduled Trading Business Day following after the effective date Company gives notice of such transaction. To ) until the extent commercially reasonably practicableClose of Business (x) if such transaction or event is a Fundamental Change, on the Company will give notice to Holders of Business Day immediately preceding the anticipated Fundamental Change Purchase Date, and (y) otherwise, on the 35th Business Day immediately following the effective date for such transaction not less than 35 or event. The Company shall notify the Holders and the Trustee in writing of any such transaction or event: (A) as promptly as practicable following the date the Company publicly announces such transaction but, if the Company has knowledge of, and has publicly announced, such transaction at least 60 Scheduled Trading Days prior to the anticipated effective date of such transaction, in no event less than 60 Scheduled Trading Days prior to such anticipated effective date; or, (B) if the Company does not have knowledge of such transaction of, or it determineshas not publicly announced, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 60 Scheduled Trading Days prior to the anticipated effective datedate of such transaction, within one three Business Day Days of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will . (v) If the Company be required calls the Notes for redemption pursuant to provide Article 10, Holders will have the right to surrender their Notes for conversion at any time prior to the Close of Business on the second Business Day immediately preceding the Redemption Date, even if the Notes are not otherwise convertible at such notice time, after which time the Holders will no longer have the right to Holders before convert their Notes on account of the earlier Company's delivery of (i) the actual effective date of such transaction and (ii) the earlier of such time as a Redemption Notice, unless the Company or its Affiliates (a) have publicly disclosed or acknowledged defaults in the circumstances giving rise payment of the Redemption Price. With respect to such anticipated transaction or (b) any Notes that are required to publicly disclose under applicable law or converted in connection with a Redemption Notice, the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor Company shall increase the Conversion Agent shall have any obligation (x) Rate for the Notes so surrendered for conversion by a number of Additional Shares to determine whether a corporate event described in this the extent provided under Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event4.07 hereof.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 88.5716 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 11.29 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii4.03(a)(iii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]September 15, 20202019, only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]September 15, 20202019, at any time until the Close of Business on the second Scheduled Trading Business Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]March 31, 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]September 15, 2020 2019, the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten five consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day date and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five ten consecutive Trading Days following such Measurement Period. Whenever The Company shall determine whether the condition to conversion set forth in this Section 4.01(b)(ii) has been met, and the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writingwriting accordingly. The Upon written request of the Company, the Bid Solicitation Agent shall determine the Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each, and shall instruct such securities dealers to provide bid quotations upon the request of the Bid Solicitation Agent. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will shall so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 45 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the average of the Closing Sale Price Prices of the Common Stock on for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 50 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution the condition described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distributioncondition. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]September 15, 20202019, a holder may surrender Notes for conversion at any time from and after the date that is 35 50 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will shall give notice to Holders of the anticipated effective date for such transaction or event not more than 70 Scheduled Trading Days nor less than 35 50 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 50 Scheduled Trading Days prior to the anticipated effective date, within one two Business Day Days of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) to determine whether a Fundamental Change or Make Whole Fundamental Change the condition described in this Section 4.01(b)(iv) has occurred or (y) to verify the Company’s determination regarding such occurrence or non-occurrencecondition. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th 50th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the The Company will give notice to shall notify Holders of the anticipated effective date for such transaction not less than 35 at least 50 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event the condition described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such condition. (vi) If the Company calls all or a corporate eventportion of the Notes for redemption pursuant to Article 10, a Holder of Notes (whether or not the Notes owned by such Holder are subject to redemption) may convert such Notes at any time after, and including, the Redemption Notice Date and until the Close of Business on the Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price on such Redemption Date, the date on which payment of the applicable Redemption Price is made). Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether the condition described in this Section 4.01(b)(vi) has occurred or (y) to verify the Company’s determination regarding such condition. (c) If any of the conditions to conversion described under Sections 4.01(b)(i) through (b)(vi) are satisfied, the Company will so notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) and issue a press release containing the relevant information (and make the press release available on the Company’s website) by the Close of Business on the first Business Day on which the Notes have become convertible as a result thereof.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each at any time during the periods from, and including, December 1, 2023, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert all the Securities held by such Holder, or any portion of its Notes at such principal amount that is an initial Conversion Rate integral multiple of [ ] $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock per $100 aggregate principal amount (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of Notes (equivalent the Securities so to an initial Conversion Price be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, December 1, 2023 until the close of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months the Maturity Date. At any time prior to maturity], 2020, only upon satisfaction the close of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business business on the second Scheduled Trading Business Day immediately preceding December 1, 2023, Holders may convert their Securities only upon the stated Maturity Date regardless occurrence of whether one of the conditions described in Section 4.01(b) are satisfied.following events or during one of the following periods: (i) A Holder may surrender all or on any portion of its Notes for conversion date during any calendar quarter commencing beginning after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 2017 (and only during such calendar quarter), if the Closing Sale Price of the Common Stock was more than 130% of the then current Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify as determined by the Company’s determination regarding such market price condition.; (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, distributes to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants (other than pursuant to a stockholder rights plan) entitling them to subscribe for or purchase, for a period expiring within 60 of 45 calendar days after the declaration date for such issuanceor less, shares of the Common Stock, Stock at a price per share that is of Common Stock less than the average Closing Sale Price per share of the Common Stock on for the ten Trading Day immediately Days preceding the declaration date for such issuance; distribution; (iii) if the Company distributes to all or (y) cashsubstantially all holders of the Common Stock, cash or other assets, debt securities (or other evidence of indebtedness) or other assets or rights to purchase the Company’s securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made other than pursuant to Section 4.04(a)a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock as of on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.; (iv) If a transaction or event that constitutes if a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior occurs, regardless of whether a Holder has the right to require the Close of Business on Company to repurchase the Business Day immediately preceding [ ]Securities as set forth under Section 3.04, 2020or if the Company is party to a Specified Transaction (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a holder may surrender Notes for conversion “Corporate Event”), at any time from and after the date that is 35 60 Scheduled Trading Days prior to the anticipated effective date of the transaction or event Corporate Event (or, if later, the date on which Business Day after the Company gives notice of such transactionCorporate Event) until 35 Trading Days after the Close actual effective date of Business on (1) such Corporate Event or, if such transaction or event is Corporate Event also constitutes a Fundamental Change, the Business Day immediately preceding until the related Fundamental Change Purchase Repurchase Date, or and the Company shall notify Holders, the Trustee and the Conversion Agent (2if other than the Trustee) otherwise, on the 40th Scheduled Trading Day immediately (x) as promptly as applicable following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction or Corporate Event but in no event not less than 35 60 Scheduled Trading Days prior to the anticipated effective date orof such Corporate Event, or (y) if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event Corporate Event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 60 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective dateCorporate Event, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transactionCorporate Event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transactionCorporate Event; (v) during the five consecutive Business-Day period immediately following any ten consecutive Trading-Day period in which the Trading Price per $1,000 principal amount of the Securities, as determined following a request by a Holder in accordance with Section 10.01(b)(ii). Notwithstanding , for each Trading Day during such ten Trading-Day period was less than 98% of the foregoing, in no event will product of the Company be required to provide Closing Sale Price of the Common Stock for each day during such notice to Holders before ten Trading-Day period and the earlier of then current Conversion Rate (the “Trading Price Condition”). (b) (i) the actual effective date of such transaction and (ii) the earlier of such time as the The Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither shall notify the Trustee nor and the Conversion Agent shall have any obligation (xif other than the Trustee) in writing on or prior to determine the fifth Business Day following the first day of each calendar quarter commencing after March 3, 2017 whether a corporate event described the Securities may be surrendered for conversion in this accordance with Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event10.01(a)(i).

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] 39.6118 shares of Common Stock per $100 1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] 25.25 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity]January 15, 20202022, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets]January 15, 20202022, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied. (i) A Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending [the fiscal quarter in which the notes were issued]March 31, 2015 if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the the applicable Conversion Price in effect on each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (ix) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition. (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ]January 15, 2020 2022 the Trading Price per $100 1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution. (iv) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ]January 15, 20202022, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Make-Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all the principal amount of any such Notes, or any portion of its Notes such principal amount which is $1,000 or an integral multiple of $1,000 thereof at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined then in accordance with Section 4.03(a)(ii)effect, (x) any time on or after March 15, 2014 and prior to the Close close of Business business on the Business third Scheduled Trading Day immediately preceding [three months the Maturity Date and (y) prior to maturity]the close of business on the business day immediately preceding March 15, 20202014, but only upon the satisfaction of one or more of the conditions described set forth in Section 4.01(b), clauses (i) through (iv) below and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until only during the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.periods set forth below: (i) A Prior to the close of business on the Business Day immediately preceding March 15, 2014, a Holder may surrender all or any a portion of its Notes for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]October 3, 2015 2009, if the Closing Last Reported Sale Price of the Common Stock for at least 20 twenty (20) Trading Days (whether or not consecutive) during the period of 30 thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than 130or equal to 120% of the (i) has been met or (y) to verify the Company’s determination regarding such market price conditionConversion Price in effect on each applicable Trading Day. (ii) If, prior Prior to the Close close of Business business on the Business Day immediately preceding [three months before maturity ]March 15, 2020 2014, a Holder may surrender all or a portion of its Notes for conversion during the Trading Price per $100 principal amount of Notes on each Trading five (5) Business-Day during period after any ten (10) consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 15.01(a)(ii), for each day of such Measurement Period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on each such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the The Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes in accordance with this Section 15.01(a)(ii) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading DayRate. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, Rate. If the Company will does not so notify the Holders, the Trustee, instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Agent (if other Rate on each day the Company fails to do so. If the Trading Price condition has been met, the Company shall notify the Holders in the manner provided in Section 15.11, the Trustee and the Conversion Agent. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the Trustee) product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date the Company shall so notify the Holders of the Notes in writingthe manner provided in Section 15.11, the Trustee and the Conversion Agent. (iii) If If, prior to the close of business on the Business Day immediately preceding March 15, 2014, the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants entitling them to subscribe for or purchase, for a period expiring within 60 of not more than sixty (60) calendar days after the declaration announcement date for of such issuance, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the ten (10) consecutive Trading-Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date announcement for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 15.11, to the Holders at least 35 thirty-five (35) Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Notes are not otherwise convertible at such a distributiontime. (iv) If If, prior to the close of business on the Business Day immediately preceding March 15, 2014, a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close occurs, regardless of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change Holder has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender require the Company to purchase the Notes for conversion under Section 16.01, or if the Company is a party to a consolidation, merger or merger, binding share exchange exchange, or a sale, assignment, conveyance, transfer, transfer or lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeassets, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets, Holders will have the right to may surrender Notes for conversion at any time from and including or after the 35th thirty-fifth (35th) Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled fortieth (40th) Trading Day following the actual effective date of such transactiontransaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. To The Company will use all commercially reasonable efforts to notify the extent commercially reasonably practicableHolders and the Trustee, in the manner provided in Section 15.11, as promptly as practicable following the date the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction not transaction, but in no event less than 35 thirty-five (35) Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or . (b) are required to publicly disclose under applicable law or Notes may not be converted after the rules close of any stock exchange business on which the Company’s equity is then listed third Scheduled Trading Day immediately preceding the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventMaturity Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business on the Business Day immediately preceding [three months prior to maturity], 2020, only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until following the Close Issue Date of Business the Securities hereunder through the close of business on the second Scheduled Trading Day immediately preceding prior to the stated Stated Maturity Date regardless to convert the Principal Amount of whether any such Securities, or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at the Conversion Price then in effect, (x) on or after June 15, 2011, without regard to the conditions described in Section 4.01(bclauses (i) are satisfied.through (iv) below and (y) prior to June 15, 2011, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2006 if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than 130or equal to 120% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on such market price conditionlast Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 6.01(a)(i), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the applicable Conversion Agent (in each case, if other than the Trustee) in writingRate. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company In connection with any conversion in accordance with the definition of Trading Price, along with the appropriate contact information for each. Howeverthis Section 6.01(a)(i), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the applicable Conversion Agent (if other than the Trustee) in writingRate. (iii) If In the event that the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately day preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 13.02, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Ex Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Ex Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Notes are not otherwise convertible at such a distributiontime. (ivA) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or described in clause (2) otherwiseof the definition of Fundamental Change (without, on for the 40th Scheduled Trading Day immediately following avoidance of doubt, giving effect to the effective date for such transaction or event. To proviso set forth in the extent commercially reasonably practicabledefinition thereof relating to Publicly Traded Securities), the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determinesshall notify Holders, in its commercially reasonable discretionthe manner provided in Section 13.02, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which for such transaction. Once the Company receives has given such notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than Holders may surrender Securities for conversion at any time until 35 calendar days after the actual effective date of such transaction or event(or, if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). Notwithstanding If a Fundamental Change of the foregoingtype described in clause (1) or (5) in the definition thereof occurs, in no event will Holders may surrender Securities for conversion at any time beginning on the Company be required to provide actual effective date of such notice to Fundamental Change until and including the Holders before the earlier of (i) date that is 30 calendar days after the actual effective date of such transaction or event and (ii) or, if later, until the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or related Fundamental Change Purchase Date. (b) are required to publicly disclose under applicable law or For purposes of this Section 6.01, and notwithstanding the rules of any stock exchange on which definitions contained in Section 1.01, the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent following terms shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.meanings indicated:

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all the Securities, or any portion of its Notes such Securities in a Principal Amount which is $1,000 or a multiple of $1,000 thereof at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined then in accordance with Section 4.03(a)(ii)effect, (x) on or after February 19, 2014 through the close of business on the third Business Day immediately preceding the Stated Maturity or (y) prior to the Close close of Business business on the Business Day immediately preceding [three months prior to maturity]February 19, 20202014, but only upon the satisfaction of one or more any of the following conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until only during the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.periods set forth below: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]May 31, 2015 2007, if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding such market price conditionConversion Price in effect on each applicable Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 Principal Amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 6.01(a)(ii), for each day of such period was less than 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on each such Trading Day, a Holder may surrender Notes for day. In connection with any conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. Howeverthis Section 6.01(a)(ii), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 principal amount 1,000 Principal Amount of Notes Securities would be less than 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount 1,000 Principal Amount of Notes for a Trading Day Securities is greater than or equal to 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 Principal Amount of Securities will be deemed to be less than 97% of the product of the last reported sale price and the applicable conversion rate on such each day the Company fails to do so. If the Trading Day and (yPrice condition in the first sentence of this Section 6.01(a)(ii) has been met, the Conversion Rate in effect on such Trading DayCompany shall so notify the Holders. If, on at any Trading Day time after the Trading Price condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount 1,000 Principal Amount of Notes Securities is greater than or equal to 9897% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on for such Trading Daydate, the Company will shall so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Business Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Business Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 1.06, to the Holders at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Securities are not otherwise convertible at such a distributiontime. (iv) (A) If the Company is party to a transaction or event that constitutes a described in clause (2) of the definition of Fundamental Change or a Make Whole Fundamental Change occurs prior (without, for the avoidance of doubt, giving effect to the Close exception in the last paragraph of Business on the Business Day immediately preceding [ ]definition thereof relating to Publicly Traded Securities), 2020the Company shall notify Holders, a holder may surrender Notes for conversion in the manner provided in Section 1.06, at any time from and after the date that is 35 least 47 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until 15 calendar days after the actual effective date of the such transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is also constitutes a Fundamental Change, the Business Day immediately preceding until the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or eventlater). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder of Notes shall have the right, at such Holder’s option, to convert all the principal amount of any such Notes, or any portion of its Notes such principal amount equal to $1,000 or an integral multiple of $1,000 thereof, at an initial the Conversion Rate of [ ] shares of Common Stock per $100 aggregate principal amount of in effect on the Conversion Date for such Notes (equivalent subject to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined adjustment as provided in accordance with Section 4.03(a)(iithis Article 4), (x) prior to the Close close of Business business on the Business Day immediately preceding [three months prior to maturity]April 15, 20202024, only upon satisfaction of one or more of the conditions described in Section 4.01(b), clauses (1) through (5) below and (y) on or after [insert date inserted in immediately preceding brackets]April 15, 20202024, at any time until prior to the Close close of Business business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless August 15, 2024 irrespective of whether the conditions described in Section 4.01(bclauses (1) are satisfied.through (5) below: (i1) A Prior to the close of business on the Business Day immediately preceding April 15, 2024, a Holder of Notes may surrender all or any a portion of its Notes for conversion during any calendar quarter (and only during such calendar quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]December 31, 2015 2019, if the Closing Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on on, and including, the last Trading Day of the immediately preceding calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the applicable Conversion Price in effect on each applicable Trading Day as determined by the Company’s determination regarding such market price condition. The Company shall notify the Trustee and the Conversion Agent if the Notes become convertible in accordance with this Section 4.01(a)(1). (ii2) If, prior Prior to the Close close of Business business on the Business Day immediately preceding [three months before maturity ]April 15, 2020 2024, a Holder of Notes may surrender its Notes for conversion during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $100 1,000 principal amount of Notes, as determined following a request by a Holder of Notes on in accordance with the procedures set forth in this Section 4.01(a)(2), for each Trading Day during any ten consecutive Trading-Day of such period (the “Measurement Period”) is was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day and (y) the Conversion Rate in effect on such “Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodPrice Condition”). Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the The Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(2) unless requested by the Company has requested such solicitation in writing; Company, and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note Notes provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such Trading DayRate. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such the next Trading Day and on each successive Trading Day until such Trading Day on which the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (y) or, if the Conversion Rate in effect on such Trading DayCompany is then acting as Bid Solicitation Agent, the Company will does not obtain) bids when required or (if the Bid Solicitation Agent is not the Company) the Company so notify the Holders, the Trustee, instructs the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Agent (if other Rate on each day the Company or Bid Solicitation Agent, as applicable, fails to do so. If the Trading Price Condition has been met, the Company shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the Trustee) in writingproduct of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify Holders, the Trustee and the Conversion Agent. (iii3) If the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of the relevant rights) entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, purchase shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to the separation of the relevant rights), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date announcement for such distribution, then, in either each case, the Company must deliver notice of such distribution, and shall notify the Holders of the Ex-Dividend Date for such distribution, to the Holders Notes at least 35 50 Scheduled Trading Days prior to the Ex-Dividend Date for such distributionissuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). After Once the Company has delivered given such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close the close of Business business on the Business Day immediately preceding prior to such Ex-Dividend Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Notes are not otherwise convertible at such a distributiontime. (iv4) If a transaction or event that constitutes a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior to the Close occurs, regardless of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change Holder has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender require the Company to purchase the Notes for conversion pursuant to Article 3 hereof, or if the Company is a party to a consolidation, merger or merger, binding share exchange exchange, or a sale, assignment, conveyance, transfer, transfer or lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Changeassets, in each case case, pursuant to which the Common Stock would be converted into cash, securities or other property. In such eventassets, Holders will have the right to may surrender Notes for conversion at any time from and including after the 35th date which is 50 Scheduled Trading Day Days prior to the anticipated effective date of such transaction to, and including, until 35 Trading Days after the 40th Scheduled Trading Day following the actual effective date of such transactiontransaction (or, if later, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). To the extent commercially reasonably practicableThe Company shall notify Holders, the Conversion Agent (if other than the Trustee) and the Trustee as promptly as practicable following the date the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction not transaction, but in no event (1) less than 35 50 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction in the case of transactions to which the Company is a party or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date (2) later than one Business Day after becoming aware of such transaction at least 35 Scheduled Trading Days prior in the case of transactions to the anticipated effective date, within one Business Day of the date upon which the Company receives noticeis not a party. (5) If, at any time on or otherwise becomes awareafter August 20, 2022, the Company calls any or all of the Notes for redemption as described under Article 15 hereof, Holders of the Notes will have the right to convert their Notes at any time until the close of business on the Business Day immediately preceding the Redemption Date, after which time Holders will no longer have the right to convert their Notes on account of the Company’s delivery of notice of such transactionredemption, unless the Company determinesdefaults in the payment of the Redemption Price. If a Holder elects to convert its Notes in connection with a Redemption Notice issued by the Company, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before shall increase the earlier of (i) Conversion Rate for the actual effective date of such transaction and (ii) the earlier of such time Notes as set forth in Section 4.06. Failure by the Company to give any notice required by Section 4.01, or its Affiliates (a) have publicly disclosed any defect therein, shall not affect the legality or acknowledged validity of the circumstances giving rise to such anticipated relevant transaction or event. (b) are required to publicly disclose under applicable law or Notes may not be converted after the rules close of any stock exchange business on which the Company’s equity is then listed second Scheduled Trading Day immediately preceding the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate eventStated Maturity.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or at any portion time following the Issue Date of its Notes at an initial Conversion Rate the Securities hereunder through the close of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months prior to maturity]the Stated Maturity to convert the Principal Amount of any such Securities, 2020or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at a rate (“Conversion Rate”) then in effect, only upon satisfaction of one (x) on or more of after May 15, 2037, without regard to the conditions described in Section 4.01(b), clauses (i) through (v) below and (y) on or after [insert date inserted in immediately preceding brackets]prior to May 15, 20202037, at only upon the satisfaction of any time until of the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.following conditions: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]December 31, 2015 2007 if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar preceding fiscal quarter immediately preceding the calendar quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on such market price conditionlast Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 9.01(a)(ii), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the applicable Conversion Rate in effect on such (“Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement PeriodPrice Condition”). Whenever the condition to conversion set forth in For purposes of this Section 4.01(b)(ii) has been met9.01(a)(ii), the Company shall so notify the Holders, the Trustee and if the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three Securities from an independent nationally recognized securities dealers selected dealer as required by the Company in accordance with the definition of Trading Price, along then the Trading Price per $1,000 Principal Amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the trading price per $1,000 principal amount of the debentures will be deemed to be less than 98% of the product of the Last Reported Sale Price on each day that the Company fails to do so. In connection with the appropriate contact information for each. Howeverany conversion in accordance with this Section 9.01(a)(ii), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such and the applicable Conversion Rate. If and when the Trading Day Price per $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and (y) the applicable Conversion Rate in effect on such Trading DayRate, the Company will notify the Holders. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been metIf at anytime thereafter, the Trading Price per $100 principal amount 1,000 Principal Amount of Notes Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on for such Trading Daydate, the Company will so also notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 7, at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01(a)(iii) will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to issue or distribute, as the case may be, to: (A) distribute to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets of the Company, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as determined by the Company’s Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 1.06, to the Holders at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Ex Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Ex Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Securities are not otherwise convertible at such a distributiontime. (ivA) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding [ ], 2020, a holder may surrender Notes for conversion at any time from and after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or described in clause (2) otherwise, on of the 40th Scheduled Trading Day immediately following definition of Fundamental Change (without giving effect to the effective date for such transaction or event. To proviso set forth in the extent commercially reasonably practicabledefinition thereof relating to Publicly Traded Securities), the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determinesshall notify Holders, in its commercially reasonable discretionthe manner provided in Section 1.06, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which for such transaction. Once the Company receives has given such notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than Holders may surrender Securities for conversion at any time until 35 calendar days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date); and (B) If a Fundamental Change of the type described in clause (1), (3) or event). Notwithstanding (4) of the foregoingdefinition thereof occurs, in no event will Holders may surrender Securities for conversion at any time beginning on the Company be required to provide actual effective date of such notice to Fundamental Change until and including the Holders before the earlier of (i) date that is 35 calendar days after the actual effective date of such transaction or event and (ii) or, if earlier, until the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or related Fundamental Change Purchase Date. (b) are required to publicly disclose under applicable law For purposes of this Section 9.01, and notwithstanding the definition contained in Section 1.01, the term “Trading Day” shall mean a day during which (A) trading in the Common Stock generally occurs on the principal U.S. national or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share regional securities exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to market on which the Common Stock would be converted into cashis listed or admitted for trading, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it (B) there is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction Market Disruption Event and (iiC) a Last Reported Sale Price is available on the earlier of such time as the Company principal U.S. national or its Affiliates (a) have publicly disclosed regional securities exchange or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange market on which the Company’s equity Common Stock is then listed or admitted for trading. If the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation Common Stock (x) to determine whether or other security for which a corporate event described in Last Reported Sale Price must be determined for purposes of this Section 4.01(b)(v9.01) has occurred is not listed or (y) to verify the Company’s determination regarding such admitted for trading on a corporate eventU.S. national or regional securities exchange or market, then, for purposes of this Section 9.01, “Trading Day” shall mean a Business Day.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each at any time during the periods from, and including, March 1, 2023, until the close of business on the Business Day immediately preceding the Maturity Date, the Holder of any Securities not previously repurchased shall have the right, at such Holder’s option, to convert all the Securities held by such Holder, or any portion of its Notes at such principal amount that is an initial Conversion Rate integral multiple of [ ] $1,000, into cash and, if applicable, fully paid and non-assessable shares of Common Stock per $100 aggregate principal amount (as such shares shall then be constituted) as described in Section 10.13, at the Conversion Rate in effect at such time, by surrender of Notes (equivalent the Securities so to an initial Conversion Price be converted in whole or in part, together with any required funds as set forth in Section 2.03, under the circumstances described in this Section 10.01 and in the manner provided in Section 10.02. Holders may convert their Securities at any time during the period from, and including, March 1, 2023 until the close of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months the Maturity Date. At any time prior to maturity], 2020, only upon satisfaction the close of one or more of the conditions described in Section 4.01(b), and (y) on or after [insert date inserted in immediately preceding brackets], 2020, at any time until the Close of Business business on the second Scheduled Trading Business Day immediately preceding March 1, 2023, Holders may convert their Securities only upon the stated Maturity Date regardless occurrence of whether one of the conditions described in Section 4.01(b) are satisfied.following events or during one of the following periods: (i) A Holder may surrender all or on any portion of its Notes for conversion date during any calendar quarter commencing beginning after the quarter ending [the fiscal quarter in which the notes were issued]September 30, 2015 2018 (and only during such calendar quarter), if the Closing Sale Price of the Common Stock was more than 130% of the then current Conversion Price for at least 20 Trading Days (whether or not consecutive) during in the period of the 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the (i) has been met or (y) to verify as determined by the Company’s determination regarding such market price condition.; (ii) If, prior to the Close of Business on the Business Day immediately preceding [three months before maturity ], 2020 the Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $100 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $100 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing. (iii) If the Company elects to issue or distribute, as the case may be, distributes to all or substantially all holders of the Common Stock to (x) any rights, options rights or warrants (other than pursuant to a stockholder rights plan) entitling them to subscribe for or purchase, for a period expiring within 60 of 45 calendar days after the declaration date for such issuanceor less, shares of the Common Stock, Stock at a price per share that is of Common Stock less than the average Closing Sale Price per share of the Common Stock on for the ten Trading Day immediately Days preceding the declaration date for such issuance; distribution; (iii) if the Company distributes to all or (y) cashsubstantially all holders of the Common Stock, cash or other assets, debt securities (or other evidence of indebtedness) or other assets or rights to purchase the Company’s securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made other than pursuant to Section 4.04(a)a stockholder rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price per share of the Common Stock as of on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.; (iv) If a transaction or event that constitutes if a Fundamental Change or a Make Make-Whole Fundamental Change occurs prior occurs, regardless of whether a Holder has the right to require the Close of Business on Company to repurchase the Business Day immediately preceding [ ]Securities as set forth under Section 3.04, 2020or if the Company is party to a Specified Transaction (each such Fundamental Change, Make-Whole Fundamental Change or Specified Transaction, a holder may surrender Notes for conversion “Corporate Event”), at any time from and after the date that is 35 60 Scheduled Trading Days prior to the anticipated effective date of the transaction or event Corporate Event (or, if later, the date on which Business Day after the Company gives notice of such transactionCorporate Event) until 35 Trading Days after the Close actual effective date of Business on (1) such Corporate Event or, if such transaction or event is Corporate Event also constitutes a Fundamental Change, the Business Day immediately preceding until the related Fundamental Change Purchase Repurchase Date, or and the Company shall notify Holders, the Trustee and the Conversion Agent (2if other than the Trustee) otherwise, on the 40th Scheduled Trading Day immediately (x) as promptly as applicable following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for publicly announces such transaction or Corporate Event but in no event not less than 35 60 Scheduled Trading Days prior to the anticipated effective date orof such Corporate Event, or (y) if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event Corporate Event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 60 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective dateCorporate Event, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transactionCorporate Event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transactionCorporate Event; (v) during the five consecutive Business-Day period immediately following any ten consecutive Trading-Day period in which the Trading Price per $1,000 principal amount of the Securities, as determined following a request by a Holder in accordance with Section 10.01(b)(ii), for each Trading Day during such ten Trading-Day period was less than 98% of the product of the Closing Sale Price of the Common Stock for each day during such ten Trading-Day period and the then current Conversion Rate (the “Trading Price Condition”). (b) (i) The Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) in writing on or prior to the fifth Business Day following the first day of each calendar quarter commencing after September 30, 2018 whether the Securities may be surrendered for conversion in accordance with Section 10.01(a)(i). (i) The Bid Solicitation Agent shall determine the Trading Price of the Securities upon the written request of the Company. The Company shall have no obligation to request that the Bid Solicitation Agent determine the Trading Price of the Securities unless Holders of at least $2,000,000 principal amount of the Securities provides the Company with reasonable written evidence that the Trading Price of $1,000 principal amount of the Securities would be less than 98% of the product of the Closing Sale Price of the Common Stock and the then current Conversion Rate and requests that the Company requests such determination from the Bid Solicitation Agent. At such time, the Company shall instruct the Bid Solicitation Agent in writing to, and the Bid Solicitation Agent shall, determine the Trading Price of the Securities on the next Trading Day and for each following Trading Day until the minimum Trading Price threshold of 98% of the product of the Closing Sale Price of the Common Stock and the then current Conversion Rate is exceeded. If the Company does not instruct the Bid Solicitation Agent to determine the Trading Price of the Securities when required, or if the Company instructs the Bid Solicitation Agent to make such determination and the Bid Solicitation Agent fails to do so, then, in either case, the Trading Price for each Trading Day the Company or the Bid Solicitation Agent, as the case may be, fails to do so will be deemed to be less than 98% of the product of the Closing Sale Price of the Common Stock and the then current Conversion Rate. The Bid Solicitation Agent shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Bid Solicitation Agent’s duties and obligations pursuant to this Section 10.01(b)(ii) (including without limitation the calculation or determination of the Closing Sale Price and the Trading Price), and the Company shall, if requested by the Bid Solicitation Agent, cooperate with, and provide assistance to, the Bid Solicitation Agent in carrying out its duties under this Section 10.01(b)(ii). Notwithstanding Upon determination of the foregoingClosing Sale Price and the Trading Price, in no event will the Bid Solicitation Agent shall notify the Company be required in writing of such determination. (c) In the case of a distribution contemplated by clauses (ii) or (iii) of Section 10.01(a), the Company shall notify Holders at least 55 Scheduled Trading Days prior to provide the Ex-Dividend Date for such notice to distribution. Once the Company has given such notice, Holders before may surrender their Securities for conversion at any time until the earlier of (i) the actual effective date close of business on the Business Day immediately preceding the Ex-Dividend Date for such transaction distribution and (ii) the earlier of such time as any announcement by the Company or its Affiliates that such distribution will not take place. Holders may not convert their Securities pursuant to clauses (aii) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (biii) are required of Section 10.01(a) if the Holders may otherwise participate in the relevant distribution without converting their Securities as a result of holding the Securities at the same time and upon the same terms that holders of Common Stock participate as if the Holder had held a number of shares of Common Stock equal to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation Rate multiplied by the principal amount (xexpressed in thousands) of the Securities held by the Holder. (d) Securities in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s right to determine whether a corporate event described require the Company to repurchase such Securities pursuant to Section 3.04 may be converted only if such Fundamental Change Repurchase Notice is withdrawn in this accordance with Section 4.01(b)(v) has occurred or (y) 3.07 prior to verify the Company’s determination regarding such a corporate eventclose of business on the Business Day immediately preceding the Fundamental Change Repurchase Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or at any portion time following the Issue Date of its Notes at an initial Conversion Rate the Securities hereunder through the close of [ ] shares of Common Stock per $100 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $[ ] per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), (x) prior to the Close of Business business on the Business Day immediately preceding [three months prior to maturity]the Stated Maturity to convert the Principal Amount of any such Securities, 2020or any portion of such Principal Amount which is $1,000 or an integral multiple thereof at a rate (“Conversion Rate”) then in effect, only upon satisfaction of one (x) on or more of after December 15, 2036, without regard to the conditions described in Section 4.01(b), clauses (i) through (v) below and (y) on or after [insert date inserted in immediately preceding brackets]prior to December 15, 20202036, at only upon the satisfaction of any time until of the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.following conditions: (i) A Holder may surrender all or any a portion of its Notes Securities for conversion during any calendar fiscal quarter (and only during such fiscal quarter) commencing after the quarter ending [the fiscal quarter in which the notes were issued]June 30, 2015 2007 if the Closing Last Reported Sale Price of for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar fiscal quarter in which the conversion occurs, is more greater than or equal to 130% of the (i) has been met or (y) to verify the Company’s determination regarding Conversion Price in effect on such market price conditionlast Trading Day. (ii) If, prior to A Holder may surrender its Securities for conversion during the Close of Business on the five Business Day immediately preceding [three months before maturity ], 2020 the period after any 10 consecutive Trading Price per $100 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 9.01(a)(ii), for each day of such period was less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the applicable Conversion Agent (in each case, if other than the Trustee) in writingRate. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company In connection with any conversion in accordance with the definition of Trading Price, along with the appropriate contact information for each. Howeverthis Section 9.01(a)(ii), the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes Securities unless requested by the Company has requested such solicitation in writingCompany; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee Company with reasonable evidence that the Trading Price per $100 1,000 principal amount of Notes Securities would be less than 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on and the applicable Conversion Rate. Promptly after receiving such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such timeevidence, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $100 principal amount of the Notes Securities beginning on such the next Trading Day and on each successive Trading Day until the Trading Price per $100 1,000 principal amount of Notes for a Trading Day Securities is greater than or equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $100 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the applicable Conversion Agent (if other than the Trustee) in writingRate. (iii) If A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 7, at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01(a)(iii) will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to to: (A) issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants rights entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuanceof the distribution, shares of the Common Stock, Stock at a price per share that is less than the Closing average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock assets of the Company, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as determined by the Company’s Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either each case, the Company must deliver notice of such distributionshall notify the Holders, and of in the Ex-Dividend Date for such distributionmanner provided in Section 1.06, to the Holders at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Ex Date for such distribution. After Once the Company has delivered given such notice, Holders may surrender their Notes Securities for conversion at any time until the earlier of (a) Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Ex Date and (b) or the Company’s announcement that such issuance or distribution will not take place. Neither , even if the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding Securities are not otherwise convertible at such a distributiontime. (ivA) If the Company is party to a transaction or event that constitutes a described in clause (2) of the definition of Fundamental Change or a Make Whole Fundamental Change occurs prior (without giving effect to the Close of Business on proviso set forth in the Business Day immediately preceding [ ]definition thereof relating to Publicly Traded Securities), 2020the Company shall notify Holders, a holder may surrender Notes for conversion in the manner provided in Section 1.06, at any time from and after the date that is 35 least 25 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which for such transaction. Once the Company gives notice of has given such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than Holders may surrender Securities for conversion at any time until 25 calendar days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). (B) If a Fundamental Change of the type described in clause (1) or event). Notwithstanding (3) in the foregoingdefinition thereof occurs, in no event will Holders may surrender Securities for conversion at any time beginning on the Company be required to provide actual effective date of such notice to Fundamental Change until and including the Holders before the earlier of (i) date that is 30 calendar days after the actual effective date of such transaction or event and (ii) or, if earlier, until the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or related Fundamental Change Purchase Date. (b) are required to publicly disclose under applicable law For purposes of this Section 9.01, and notwithstanding the definition contained in Section 1.01, the term “Trading Day” shall mean a day during which (A) trading in the Common Stock generally occurs on the principal U.S. national or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence. (v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share regional securities exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to market on which the Common Stock would be converted into cashis listed or admitted for trading, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 35th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 35 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it (B) there is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction Market Disruption Event and (iiC) a Last Reported Sale Price is available on the earlier of such time as the Company principal U.S. national or its Affiliates (a) have publicly disclosed regional securities exchange or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange market on which the Company’s equity Common Stock is then listed or admitted for trading. If the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation Common Stock (x) to determine whether or other security for which a corporate event described in Last Reported Sale Price must be determined for purposes of this Section 4.01(b)(v9.01) has occurred is not listed or (y) to verify the Company’s determination regarding such admitted for trading on a corporate eventU.S. national or regional securities exchange or market, then, for purposes of this Section 9.01, “Trading Day” shall mean a Business Day.