Common use of Adjustment of Conversion Rate Clause in Contracts

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination described in this Section 10.06(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board of directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announced. (b) If an ex-dividend date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, then the Conversion Rate will shall be adjusted based on the following formula: CR CR1 = CR0 × OS OS1 OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; CR CR0 = the Conversion Rate in effect immediately after the at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution, distribution or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the Close Opening of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockcombination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a10.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution distribution, or to effect such subdivision subdivide or combinationcombine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or dividend, distribution, subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In case the Company shall issue to all or substantially all holders of the Company’s Common Stock of any rights, options rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 calendar days from the announcement issuance date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement declaration date for of such distribution, then the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × OS0 + X OS0 + Y where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, preceding the expiration record date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with for such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tdistribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination (including a “reverse split”), the Conversion Rate will shall be adjusted based on the following formula: CR CR’ = CR0 × OS x OS’ OS0 where, CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be; and OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR = the Conversion Rate in effect . Any adjustment made under this Section 12.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend share split or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) 12.06 is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors of the Company determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In addition to all or substantially all holders of the Company’s Common Stock of foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any rights, options or warrants entitling them amount for a period of not more than 60 calendar days from at least 20 Business Days or any longer period as may be permitted or required by law, if the announcement date for Board of Directors of the Company has made a determination, which determination shall be conclusive, that such distribution to subscribe for or purchase shares increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such ▇▇▇▇▇▇’s Common Stockaddress as the same appears in the Register at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 12 shall be made to the nearest cent or to the nearest 1/10,000th of a share, at a price per share less than as the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, case may be. Adjustments to the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior calculated to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereofnearest 1/10,000th. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination (including a “reverse split”), the Conversion Rate will shall be adjusted based on the following formula: CR CR’ = CR0 × OS x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be; and OS OS’ = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of for such subdivision share split or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In addition to all or substantially all holders of the Company’s Common Stock of foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any rights, options or warrants entitling them amount for a period of not more than 60 calendar days from at least 20 Business Days or any longer period as may be permitted or required by law, if the announcement date for Board of Directors has made a determination, which determination shall be conclusive, that such distribution to subscribe for or purchase shares increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s Common Stockaddress as the same appears on the registry books of the Registrar, at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 10 shall be made to the nearest cent or to the nearest 1/10,000th of a price per share less than share, as the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, case may be. Adjustments to the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior calculated to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereofnearest 1/10,000th. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If In case the Company issues solely shares of shall issue Common Stock Shares as a dividend or distribution on all or substantially all to holders of the shares of its outstanding Common Stock, or if the Company subdivides shall effect a subdivision into a greater number of Common Shares or combines the combination into a lesser number of Common StockShares, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may beevent; CR CR¢ = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may beevent; OS0 = the number of shares of the Company’s Common Stock Shares outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may beevent; and OS OS¢ = the number of shares of the Company’s Common Stock that would be Shares outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may beevent. Any Such adjustment made under this Section 10.06(a) shall become effective immediately after 9:00 a.m., New York City time, on the Close of Business on Day following the record date fixed for such determination. If any dividend or distribution, or immediately after distribution of the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination type described in this Section 10.06(a8.04(a) is declared but not so paid or made, or the outstanding Common Shares are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Trustees determines not to pay such dividend or distribution distribution, or to effect such subdivision subdivide or combinationcombine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or dividend, distribution, subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In case the Company shall issue to all or substantially all holders of the Company’s its outstanding Common Stock of Shares any rights, options warrants or warrants convertible securities entitling them (for a period of not more than 60 expiring within sixty (60) calendar days from after the announcement date for such distribution issuance thereof) to subscribe for or purchase shares of the Company’s Common Stock, Shares at a price per share less than the average Last Reported Sale Price of the Closing Sale Prices of Common Shares on the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Business Day immediately preceding the date of announcement date for of such distributionissuance, the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distributionevent; CR CR¢ = the Conversion Rate in effect immediately after the Close of Business on the record date for such distributionevent; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tevent;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following eventsevents on or after the date of this Indenture: (a) If In case the Company issues solely shares of Common Stock as shall pay or make a dividend or other distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides or combines the Stock consisting exclusively of Common Stock, the Conversion Rate will shall be adjusted based increased by multiplying such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution, and the denominator shall be number of shares of Common Stock outstanding immediately after such dividend or distribution, in the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date Ex Date of such dividend or distribution; CR’ = the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution. In case the Company shall effect a share split or share combination, or the Conversion Rate shall be proportionally increased, in the case of a share split, and proportionally reduced, in the case of a share combination, as expressed in the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may beshare combination; CR CR’ = the Conversion Rate in effect immediately after the Close Open of Business on the record effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the effective date of such share split or share combination; and OS’ = the number of shares of Common Stock outstanding immediately after such share split or share combination. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Open of Business on the Ex Date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend share split or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them them, for a period of expiring not more than 60 calendar forty-five (45) days from immediately following the announcement date for of such distribution distribution, to purchase or subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for over the 10 ten (10) consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close Open of Business on the record date for such distributionEx Date; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the Open of Business on the record date for such distributionEx Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will shall be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close Open of Business on the record date Ex Date for such distribution. To the extent that shares of Common Stock are is not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if the record date such Ex Date for such distribution had not occurred. For purposes of this Section 10.06(b), in In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the such average of the Closing Sale Prices of for the Company’s Common Stock for each Trading Day in the applicable 10 ten (10) consecutive Trading Day periodperiod ending on the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or Directors. Except in the case of a duly authorized committee thereofreadjustment of the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(b). (c) If an ex-dividend date occurs for a distribution of the Company distributes shares of the Company’s capital stockits Capital Stock, evidences of the Company’s its indebtedness or other assets of its assets, securities or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (Stock, but excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a) or Section 10.06(b) above; ), (ii) dividends or distributions paid exclusively in cash; and cash as to which an adjustment was effected pursuant to Section 10.06(d), (iii) spindistributions of Reference Property in a transaction described in Section 10.11, (iv) rights issued pursuant to a rights plan of the Company (i.e., a poison pill), except to the extent provided by Section 10.13, and (v) Spin-offs as defined below Offs to which the provisions set forth in the latter portion of this Section 10.06(c)) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close Open of Business on the record date Ex Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Distributed Property distributable with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date Ex Date for such distribution. Any increase made under If the above portion Board of Directors determines “FMV” for purposes of this Section 10.06(c) will become effective immediately after by reference to the Close actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of Business the Common Stock over the ten (10) consecutive Trading Day period ending on the record date Trading Day immediately preceding the Ex Date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of Securities shall a Security to receive, in respect of for each $1,000 principal amount thereofof Securities it holds, at the same time and upon the same terms as the holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record Ex Date for such distribution. Any increase made under the portion of this Section 10.06(c) above shall become effective immediately after the Open of Business on the Ex Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date for the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interestinterests, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, where such Capital Stock or similar equity interest is listed or admitted for trading quoted (or will be listed or quoted upon consummation of the transaction) on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end Open of Business on the valuation period (as defined below)Ex Date for the Spin-Off; CR CR’ = the Conversion Rate in effect immediately after the end Open of Business on the valuation periodEx Date for the Spin-Off; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten (10) consecutive Trading Day period commencing onDays immediately following, and including, the exEx Date for a Spin-dividend date for the spin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment increase to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will shall be determined on the last day Trading Day of the valuation period Valuation Period, but will be given effect immediately after the Open of Business on the exEx Date for such Spin-dividend date for Off. Notwithstanding the spin-off. In foregoing, in respect of any conversion during the valuation period for any spin-offValuation Period, references within in the portion of this Section 10.06(c) related to Spin-Offs with respect to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, between the Ex Date of such Spin-Off and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate Date in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of determining the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, If the new Conversion Rate shall be readjusted period from and including the Ex Date for the Spin-Off to and including the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu last Trading Day of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment Observation Period in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the of Securities is less than 10 Trading Days commencing on the Trading Day next succeeding the expiration dateDays, references in the portion of this Section 10.06(e10.06(c) related to Spin-Offs with respect to 10 Trading Days shall be deemed to be replaced replaced, solely in respect of that conversion of Securities, with such lesser number of Trading Days as have elapsed from, and including, the Ex Date for the Spin-Off to, and including, the last Trading Day next succeeding of such Observation Period. Subject in all respects to Section 10.13, rights, options or warrants distributed by the expiration date to, but excluding, Company to all holders of its Common Stock entitling the relevant Conversion Date. No adjustment pursuant holders thereof to the above formula will result in a decrease subscribe for or purchase shares of the Conversion Rate. Company’s Capital Stock, including Common Stock (f) Notwithstanding any either initially or under certain circumstances), which rights, options or warrants, until the occurrence of the foregoing, the Conversion Rate will not be adjusted: a specified event or events (“Trigger Event”): (i) upon the issuance of are deemed to be transferred with such Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions aboveStock; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwiseexercisable; and (iii) upon the issuance are also issued in respect of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value issuances of the Common Stock; , shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under this Section 10.06(c), will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (viiif any is required) for accrued and unpaid interestto the Conversion Rate shall be made under this Section 10.06(c), if anyas the case may be. If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex Date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate otherwise under this Section 10.06(c), as the case may be, was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued. For purposes of Section 10.06(a), Section 10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes one or both of: (A) a dividend or distribution of Common Stock to which Section 10.06(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(c) with respect to such Clause C Distribution shall then be made and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 10.06(a)-(e10.06(a) above would result and Section 10.06(b) with respect thereto shall then be made, except that, if determined by the Board of Directors, the Ex Date of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex Date of the Clause C Distribution and any Common Stock included in a change of less than 1.0% the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Conversion Rate, then, notwithstanding Close of Business on the foregoing, Ex Date for such dividend or distribution” or “outstanding immediately after the Company may, at its election, defer and carry forward Open of Business on the effective date of such adjustment, except that all share split or share combination,” as the case may be” within the meaning of Section 10.06(a) or “outstanding immediately prior to the Close of Business on the Ex Date for such deferred adjustments must be given effect immediately upon distribution” within the earliest to occur meaning of Section 10.06(b). Except in the case of a readjustment of the following: (x) when all such deferred adjustments would result in an aggregate change Conversion Rate pursuant to the last sentence of at least 1.0% teither the fourth or seventh paragraph of this Section 10.06(c),

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination (including a “reverse split”), the Conversion Rate will shall be adjusted based on the following formula: CR CR’ = CR0 × OS OS’ OS0 where, CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be; and OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR = the Conversion Rate in effect . Any adjustment made under this Section 12.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend share split or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) 12.06 is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors of the Company determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In addition to all or substantially all holders of the Company’s Common Stock of foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any rights, options or warrants entitling them amount for a period of not more than 60 calendar days from at least 20 Business Days or any longer period as may be permitted or required by law, if the announcement date for Board of Directors of the Company has made a determination, which determination shall be conclusive, that such distribution to subscribe for or purchase shares increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such ▇▇▇▇▇▇’s Common Stockaddress as the same appears in the Register at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 12 shall be made to the nearest cent or to the nearest 1/10,000th of a share, at a price per share less than as the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, case may be. Adjustments to the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior calculated to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereofnearest 1/10,000th. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock Ordinary Shares as a dividend or distribution on all or substantially all of the shares of its Common StockOrdinary Shares, or if the Company subdivides effects a share split or combines the Common Stockshare combination, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record Ex Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution, or immediately after the Open of Business on the effective date of such share split or share combination, as the case may be; OS0 = the number of Ordinary Shares outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be; and OS OS’ = the number of shares of the Company’s Common Stock that would be Ordinary Shares outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close Open of Business on the record date Ex Date for such dividend or distribution, or immediately after the Open of Business on the effective date of for such subdivision share split or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s Common Stock of Ordinary Shares any rights, options or warrants entitling them them, for a period of expiring not more than 60 calendar sixty (60) days from immediately following the announcement date for of such distribution distribution, to purchase or subscribe for or purchase shares of the Company’s Common StockOrdinary Shares, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for Ordinary Shares over the 10 ten (10) consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close Open of Business on the record date for such distributionEx Date; OS0 = the number of shares of Common Stock Ordinary Shares outstanding immediately prior to Close the Open of Business on the record date for such distributionEx Date; X = the total number of shares of Common Stock Ordinary Shares issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock Ordinary Shares equal to the aggregate price payable to exercise such rights, options or warrants warrants, divided by the average of the Closing Sale Prices of the Common Stock Ordinary Shares over the 10 ten (10) consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will shall be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close Open of Business on the record date Ex Date for such distribution. To the extent that shares of Common Stock Ordinary Shares are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock Ordinary Shares actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if the record date such Ex Date for such distribution had not occurred. For purposes of this Section 10.06(b), in In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock Ordinary Shares at a price that is less than the such average of the Closing Sale Prices of for the Company’s Common Stock for each Trading Day in the applicable 10 ten (10) consecutive Trading Day periodperiod ending on the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such Ordinary Shares, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or Directors. Except in the case of a duly authorized committee thereofreadjustment of the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(b). (c) If an ex-dividend date occurs for a distribution of the Company distributes shares of the Company’s capital stockits Capital Stock, evidences of the Company’s its indebtedness or other assets of its assets, securities or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (Ordinary Shares, but excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a) or Section 10.06(b) above; ), (ii) dividends or distributions paid exclusively in cash; cash as to which an adjustment was effected pursuant to Section 10.06(d), and (iii) spinSpin-offs as defined below Offs to which the provisions set forth in the latter portion of this Section 10.06(c)) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close Open of Business on the record date Ex Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock Ordinary Shares over the 10 ten (10) consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Distributed Property distributable with respect to each outstanding share of the Common Stock Ordinary Shares as of the Open of Business on the ex-dividend date Ex Date for such distribution. Any increase made under If the above portion Board of Directors determines “FMV” for purposes of this Section 10.06(c) will become effective immediately after by reference to the Close actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of Business the Ordinary Shares over the ten (10) consecutive Trading Day period ending on the record date Trading Day immediately preceding the Ex Date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of Securities shall a Security to receive, in respect of for each $1,000 principal amount thereofof Securities it holds, at the same time and upon the same terms as the holders of the Company’s Common Stock, without having to convert its SecuritiesOrdinary Shares, the amount and kind of such distribution Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate in effect on the record date Ex Date for the such distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate Any increase made under the immediately preceding paragraph portion of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect above shall become effective immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date Ex Date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for . If such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding With respect to an adjustment pursuant to this Section 10.06(c) where there has been a payment of a dividend or other distribution on the foregoingOrdinary Shares of Capital Stock of any class or series, if “C” (as defined above) is equal or similar equity interests, of or relating to a Subsidiary or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares other business unit of the Company’s Common Stock, without having to convert its Securitieswhere such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate shall be increased based on the record date for such cash dividend or distribution. (e) If following formula: where, CR0 = the Company or any Conversion Rate in effect immediately prior to the Close of its subsidiaries makes a payment Business on the last Trading Day of the Valuation Period; CR’ = the Conversion Rate in respect effect immediately after the Close of a tender or exchange offer for Business on the Company’s Common Stock and, if last Trading Day of the cash and value of any other consideration included in the payment per share of Common Stock exceeds Valuation Period; FMV0 = the average of the Closing Sale Prices of the Common Capital Stock or similar equity interest distributed to holders of the Ordinary Shares applicable to one Ordinary Share over the 10 ten (10) consecutive Trading Day period commencing onDays immediately following, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer Ex Date for a Spin-Off (the “Valuation Period”); and MP0 = the average of the Closing Sale Prices of the Ordinary Shares over the Valuation Period. The increase to the Conversion Rate under the preceding paragraph shall be given effect immediately after the Close of Business on the last Trading Day of the Valuation Period; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the Valuation Period, the reference within the portion of this Section 10.06(c) related to Spin-Offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex Date for such Spin-Off and the relevant Conversion Date, except that if such Conversion Date occurs on or after the Ex Date for the Spin-Off and on or prior to the record date for the Spin-Off and the converting Holder would be treated as the record holder of Ordinary Shares as of the related Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be, based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment for such Ex Date will not be made for such converting Holder and such Holder shall be treated as if such Holder were the record owner of the Ordinary Shares on an un-adjusted basis and participate in the Spin-Off. Subject in all respects to Section 10.13, rights, options or warrants distributed by the Company to all holders of its Ordinary Shares entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Ordinary Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Ordinary Shares, shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under this Section 10.06(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.06(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex Date with respect to new rights, options or warrants with such rights (and a termination or expiration dateof the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 10.06(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Ordinary Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Ordinary Shares as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued. For purposes of Section 10.06(a), Section 10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes one or both of: (A) a dividend or distribution of Ordinary Shares to which Section 10.06(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(c) with respect to such Clause C Distribution shall then be made and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 10.06(a) and Section 10.06(b) with respect thereto shall then be made, except that, if determined by the Board of Directors, the Ex Date of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex Date of the Clause C Distribution and any Ordinary Shares included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Close of Business on the Ex Date for such dividend or distribution, or immediately after the Open of Business on the effective date of such share split or share combination, as the case may be” within the meaning of Section 10.06(a) or “outstanding immediately prior to the Close of Business on the Ex Date for such distribution” within the meaning of Section 10.06(b). Except in the case of a readjustment of the Conversion Rate pursuant to the last sentence of either the fourth or seventh paragraph of this Section 10.06(c), the Conversion Rate will shall not be decreased pursuant to this Section 10.06(c). (d) If any cash dividend or distribution is made to all or substantially all holders of the Ordinary Shares (other than a regular, quarterly cash dividend that does not exceed $0.27 per share, which is referred to as the “dividend threshold,” and which is subject to adjustment as described below), the Conversion Rate shall be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration dateEx Date for such dividend or distribution; CR CR’ = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs. (a) If the Company Company, at any time or from time to time while any of the Notes are outstanding, exclusively issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, then the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may beapplicable; CR CR1 = the Conversion Rate in effect immediately after the Close of Business on the record date for of such dividend or distribution, distribution or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may beapplicable; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the such record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may bedate; and OS OS1 = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distributionafter, or immediately after the effective date of such subdivision or combination of Common Stockand solely as a result of, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision share split or combination share combination. If any dividend or distribution of the type described in this Section 10.06(a11.06(a) is declared but not so paid or made, the Conversion Rate shall again be immediately readjusted, effective as of the date the Company’s board of directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, adjusted to the Conversion Rate that which would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company, at any time or from time to time while any of the Notes are outstanding, issues to all or substantially all holders of the Company’s Common Stock of any rights, options rights or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Last Reported Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for of such distributionissuance, the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distributionissuance; CR CR1 = the Conversion Rate in effect immediately after the Close of Business on the record date for such distributionissuance; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the such record date for such distributiondate; X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options rights or warrants divided by the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for of the issuance of such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options rights or warrants are issued and will become effective immediately after the Close of Business on the record date for such distributionwarrants. To the extent that shares of Common Stock such rights or warrants are not delivered after the exercised prior to their expiration of such rights, options or warrantstermination, the Conversion Rate shall be decreased readjusted to the Conversion Rate that which would then be in effect had the increase with respect to adjustments made upon the issuance of such rights, options rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options rights or warrants are not so distributedissued, the Conversion Rate shall again be decreased adjusted to be the Conversion Rate that which would then be in effect if the record date for such distribution rights or warrants had not occurredbeen fixed. For purposes of this Section 10.06(b), in In determining whether any rights, options rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Last Reported Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day periodperiod ending on the Business Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration the Company receives received for such rights, options rights or warrants and any amount payable on exercise thereof, with the value of such consideration consideration, if other than cash to cash, as shall be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an ex-dividend date occurs for a distribution the Company, at any time or from time to time while the Notes are outstanding, distributes shares of shares any class of Capital Stock of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding Stock, excluding: (i) dividends or distributions and rights, options as to which Section 11.06(a) applies; (ii) rights or warrants as to which an adjustment was effected under Section 10.06(a11.06(b) or Section 10.06(b) above; applies; (iiiii) dividends or distributions paid exclusively in cash; and and (iiiiv) spinSpin-offs Offs (as defined below) to which the provisions set forth below in this Section 10.06(c)), clause 11.06(c) shall apply; then the Conversion Rate will be increased adjusted based on the following formula: CR = CR0 × SP0 SP0 - FMV where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR CR1 = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value Fair Market Value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stockCapital Stock, evidences of indebtedness, assets or property or rightsassets, options property, rights or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the exEx-dividend date Dividend Date for such distribution. Any increase made under If the above portion Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 10.06(c11.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant by reference to the above formula will result actual or when issued trading market for any securities, it must in a decrease doing so consider the prices in such market over the same period used in computing the average of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu Last Reported Sale Prices of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c11.06(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary of the Company or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange unit (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, where CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period Valuation Period (as defined below); CR CR1 = the Conversion Rate in effect immediately after the end of the valuation periodValuation Period; FMV FMV0 = the average of the Closing Last Reported Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten consecutive Trading Day period commencing onafter, and including, the exeffective date of the Spin-dividend date for the spin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Last Reported Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined occur on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In Valuation Period; provided that in respect of any conversion during the valuation period for any spin-offValuation Period, references within this Section 10.06(c11.06(c) related to “10 Trading Days Days” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, between the effective date of such Spin-Off and including, the ex-dividend date for such spin-off to, but excluding, Conversion Date in determining the relevant applicable Conversion DateRate. (d) If an ex-dividend date occurs for a any cash dividend or other distribution is made to all, all or substantially all, all holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × SP0 SP0 - C where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution; CR CR1 = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution; SP0 = the average Last Reported Sale Price of the Closing Sale Prices a share of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the exEx-dividend date Dividend Date for such dividend or distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any Subsidiary of its subsidiaries the Company makes a payment in respect of a tender offer or exchange offer for Common Stock, to the Company’s Common Stock and, if extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average Last Reported Sale Price per share of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”)offer, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, where CR0 = the Conversion Rate in effect immediately prior to the Open effective date of Business on the Trading Day next succeeding the expiration dateadjustment; CR CR1 = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding effective date of the expiration dateadjustment; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) paid or payable for shares purchased in such tender or exchange offer; SP1 = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires; OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to such tender or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) date such tender or exchange offer expires (prior expires. The adjustment to giving effect to such tender or exchange offer); OS = the number Conversion Rate under this Section 11.06(e) shall occur at the Close of shares of Common Stock outstanding immediately after Business on the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-tenth Trading Day period commencing onfrom, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In such tender or exchange offer expires; provided that in respect of any conversion during within the 10 Trading Days commencing on immediately following, and including, the Trading Day next succeeding date the expiration datetender or exchange offer expires, references in within this Section 10.06(e11.06(e) to “10 Trading Days Days” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding between the expiration date toof such tender or exchange offer and the Conversion Date in determining the applicable Conversion Rate. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but excludingthe Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the relevant Conversion Date. No adjustment pursuant Rate shall again be adjusted to the above formula will result in a decrease of be the Conversion RateRate that would then be in effect if such tender or exchange had not been made. (f) Notwithstanding All required calculations will be made to the nearest cent or 1/10,000th of a share of Common Stock, as the case may be. (g) For purposes of this Section 11.06, “record date” shall mean, with respect to any of dividend, distribution or other transaction or event in which the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance holders of Common Stock at a price below have the conversion price right to receive any cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t).

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination (including a “reverse split”), the Conversion Rate will shall be adjusted based on the following formula: CR CR’ = CR0 × OS OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR and OS’ = the Conversion Rate in effect number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend share split or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior In addition to the Close of Business on the record date for such distribution; CR = the Conversion Rate foregoing adjustments in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. subsection (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(ba) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its electionfrom time to time and to the extent permitted by law, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon increase the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change Conversion Rate by any amount for a period of at least 1.0% t20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock are issued as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides a share split or combines the Common Stockshare combination is effected, the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS CR’=CR0 x OS’ / OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; CR event CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; event OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS event OS’ = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any event An adjustment made under pursuant to this Section 10.06(asubsection (a) shall become effective on the date immediately after (x) the Close date fixed for the determination of Business on the record date for stockholders entitled to receive such dividend or distribution, other distribution or immediately after (y) the Open of Business date on the effective date of which such subdivision split or combination of Common Stockbecomes effective, as the case may beapplicable. If such dividend, distribution, subdivision any dividend or combination distribution described in this Section 10.06(asubsection (a) is declared but not so paid or made, the Conversion Rate shall again be immediately readjusted, effective as of the date the Company’s board of directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution any rights, warrants, options or other securities are issued to all or substantially all of the holders of the Company’s shares of Common Stock of any rights, options or warrants entitling them for a period of not more than 60 calendar forty-five (45) days from after the announcement date for such distribution of issuance thereof to subscribe for or purchase shares of the Company’s Common Stock, or securities convertible into shares of Common Stock within 45 days after the date of issuance thereof, in either case at an exercise price per share or a conversion price per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for on the 10 consecutive Trading Day period ending on, and including, the Trading Business Day immediately preceding the time of announcement date for of such distributionissuance, the Conversion Rate will be increased adjusted based on the following formula: CR = CR0 × CR’=CR0 x OS0 + X / OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR event CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; event OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; event X = the total number of shares of Common Stock issuable pursuant to such rights, options warrants, options, other securities or warrants; and convertible securities Y = the number of shares of Common Stock equal to the aggregate exercise price or conversion price payable to exercise or convert such rights, options warrants, options, other securities or warrants convertible securities divided by the average of the Closing Last Reported Sale Prices of the Common Stock over for the 10 ten (10) consecutive Trading-Day period ending on, and including, Trading Days prior to the Trading Business Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options warrants, options, other securities or warrants been convertible securities An adjustment made pursuant to this subsection (b) shall be made successively whenever such rights, warrants, options, other securities or convertible securities are issued, and shall become effective on the basis day following the date of delivery announcement of only such issuance. If, at the end of the period during which such rights, warrants, options, other securities or convertible securities are exercisable or convertible, not all rights, warrants, options, other securities or convertible securities have been exercised or converted, as the case may be, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurredissued upon conversion of convertible securities actually issued). For purposes of Section 15.01(b) and this Section 10.06(b15.05(b), in determining whether any such rights, options warrants, options, other securities or warrants convertible securities entitle the holders holder to subscribe for or purchase or exercise a conversion right for shares of Common Stock at a price that is less than the average Last Reported Sale Price of the Closing Sale Prices Common Stock, and in determining the aggregate exercise or conversion price payable for such shares of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day periodStock, there shall be taken into account any consideration received by the Company receives for such rights, options warrants, options, other securities or warrants convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, its subsidiaries are distributed to all or substantially all of the holders of the Company’s shares of Common Stock (excluding Stock, excluding: (i) dividends or dividends, distributions and rights, options warrants, options, other securities or warrants as convertible securities referred to which an adjustment was effected under Section 10.06(ain clause (a) or Section 10.06(b(b) above; ; (ii) dividends or distributions paid exclusively in cashcash referred to in clause (d) below; and and (iii) spin-offs as defined described below in this Section 10.06(cclause (c)), ; then the Conversion Rate will be increased adjusted based on the following formula: CR = CR0 × CR’=CR0 x SP0 / SP0 - –FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR distribution CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; distribution SP0 = the average of the Closing Last Reported Sale Prices of the Common Stock over for the 10 ten (10) consecutive trading-day period ending on, and including, Trading Days prior to the Trading Business Day immediately preceding the ex-dividend record date for such distribution; and distribution FMV = the fair market value (as determined in good faith by the Board of Directors of the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No distribution An adjustment made pursuant to the above formula will result in a decrease of the Conversion Rate. However, if paragraph shall be made successively whenever any such distribution is not so paid or made, the Conversion Rate made and shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect become effective on the record date day immediately after the dated fixed for the determination of shareholders entitled to receive such distribution. With respect to an adjustment pursuant to this Section 10.06(cclause (c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange unit of the Company (referred to as a “spin-off”), the Conversion Rate in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: CR = CR0 × FMV CR’=CR0 x FMV0 + MP0 MP / MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR such distribution CR' = the Conversion Rate in effect immediately after the end of the valuation period; FMV such distribution FMV0 = the average of the Closing Last Reported Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s shares of Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interestover the first ten (10) consecutive Trading Days after the effective date of the spin-off MP0 = the average of the Last Reported Sale Prices of the Common Stock over the first 10 consecutive Trading Day period commencing on, and including, Days after the ex-dividend effective date for of the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined occur on the last day of the valuation period but will be given effect immediately tenth (10th) Trading Day after the Open effective date of Business on the ex-dividend date for the spin-off. In respect of If any conversion during such dividend or distribution described in this subsection (c) is declared but not paid or made, the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days Conversion Rate shall again be deemed adjusted to be replaced with the Conversion Rate that would then be in effect if such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Dateor distribution had not been declared. (d) If an ex-dividend date occurs for a any cash dividend or distribution to all, is paid or substantially all, holders made during any of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution quarterly fiscal periods to all or winding up)substantially all of the holders of Common Stock, the Conversion Rate will be increased adjusted based on the following formula: CR = CR0 × CR’=CR0 x SP0 SP0 - / SP0–C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR distribution CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; distribution SP0 = the average of the Closing Last Reported Sale Prices of the Company’s Common Stock over for the 10 ten (10) consecutive Trading Day period ending on, and including, Days prior to the Trading Business Day immediately preceding the ex-dividend record date for of such distribution; and distribution C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s shares of Common Stock. Any increase Stock An adjustment made under pursuant to this Section 10.06(dsubsection (d) shall become effective on the date immediately after the Close of Business on the record date for the determination of shareholders entitled to receive such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if If any dividend or distribution described in this Section 10.06(dsubsection (d) is declared but not so paid or made, the new Conversion Rate shall again be readjusted adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If The Conversion Rate will be increased if the Company or any of its subsidiaries makes a payment in respect purchases shares of Common Stock pursuant to a tender offer or exchange offer for the Company’s Common Stock and, if the cash and value of any other which involves an aggregate consideration included in the payment per share of Common Stock that exceeds the average of the Closing Last Reported Sale Prices Price of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such the tender offer or exchange offer (the “expiration dateExpiration Time”), the . The Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS CR’=CR0 x SPAC+(SP’xOS’) / OS0 x SP xSP’ where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR date such tender offer or exchange offer expires CR' = the Conversion Rate in effect immediately after the Open of Business on the Trading Day day next succeeding the expiration date; date such tender offer or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) paid or payable for all shares purchased of Common Stock that the Company or one of its subsidiaries purchases in such the tender offer or exchange offer; offer OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) date such tender offer or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = OS’ the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to date such tender offer or exchange offer); and SP = offer expires SP’ the average of the Closing Last Reported Sale Prices of the Common Stock over for the 10 ten (10) consecutive Trading-Day period Trading Days commencing on, and including, on the Trading Day trading day next succeeding the expiration datedate such tender offer or exchange offer expires Any adjustment made pursuant to this subsection (e) shall become effective on the date immediately following the Expiration Time. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would be in effect if such tender or exchange offer had not been made. (f) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon an event to which Section 15.06 applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of shareholders entitled to receive such distribution” within the meaning of Section 15.05(c)), and (b) a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such split or combination becomes effective” within the meaning of Section 15.05(a)). (g) Notwithstanding the foregoing provisions of Section 15.05, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a holder of a Debenture to convert, for any distribution described therein if the holder will otherwise participate in the distribution without conversion of such holder’s Debentures. (h) The Company may make such increases in the Conversion Rate, in addition to those required by clauses (a) through (f) of this Section 15.05, as the Board of Directors deems advisable to avoid or diminish any income tax to holders of shares of capital stock of the Company (or rights to acquire such capital stock) resulting from any dividend or distribution of such capital stock (or rights to acquire common stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Debentures a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect and in accordance with applicable law, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (i) No adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will need be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate.made: (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ivii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant incentive benefit plan or program of or assumed by the Company or any of its subsidiaries; ; (viii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in the immediately preceding clause (ivii) above and outstanding as of the Issue Original Issuance Date; ; (viiv) solely upon the repurchase by the Company of shares of Common Stock from its employee protection and deferred compensation trusts or members of its senior management upon their resignation or termination of employment; (v) for a change in the par value of the Common Stock; or or (viivi) for accrued and unpaid interest, if any. If an No adjustment to the Conversion Rate otherwise will be required by pursuant to this Indenture in connection with any event, transaction or other occurrence unless the Section 10.06(a)-(e) above would result terms of this Indenture specifically require that such an adjustment be made in a change of less than 1.0% to the Conversion Rateconnection with such event, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% ttransaction or other occurrence.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment if holders of Securities may participate, as a result of holding the Securities, in the transactions described without having to convert their Securities. (a) If the Company Company, at any time or from time to time while any of the Securities are outstanding, issues solely shares of its Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides or combines the its Common Stock, then the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the Close Ex Date of Business such dividend or distribution, or the effective date of such subdivision or combination, as applicable; CR’ = the Conversion Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such Ex Date or effective date; and OS’ = the number of shares of Common Stock outstanding immediately after such Ex Date or effective date. Such adjustment shall become effective immediately after the opening of business on the day following the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date fixed for determination for such share split or share combination. If any dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares distribution of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination type described in this Section 10.06(a6.04(a) is declared but not so paid or made, the Conversion Rate shall again be immediately readjusted, effective as of the date the Company’s board of directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, adjusted to the Conversion Rate that which would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company, at any time or from time to time while any of the Securities are outstanding, issues to all or substantially all holders of the Company’s its outstanding shares of Common Stock of any rights, options rights or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock, ) at a price per share (or having a conversion, exchange or exercise price per share) less than the average of the Closing Last Reported Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Business Day immediately preceding the date of announcement date for of such distributionissuance, the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date Ex Date for such distributionissuance; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date Ex Date for such distributionissuance; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on after the record date Ex Date for such distributionissuance; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants rights divided by the average of the Closing Last Reported Sale Prices of the Common Stock over for the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Business Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any of the issuance of such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) are not delivered after pursuant to such rights or warrants, upon the expiration or termination of such rights, options rights or warrants, the Conversion Rate shall be decreased readjusted to the Conversion Rate that which would then be in effect had the increase with respect to adjustments made upon the issuance of such rights, options rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) actually delivered. If In the event that such rights, options rights or warrants are not so distributedissued, the Conversion Rate shall again be decreased adjusted to be the Conversion Rate that which would then be in effect if the record date fixed for the determination of stockholders entitled to receive such distribution rights or warrants had not occurredbeen fixed. For purposes of this Section 10.06(b), in In determining whether any rights, options rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Last Reported Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day periodperiod ending on the Business Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration the Company receives received for such rights, options rights or warrants and any amount payable on exercise thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Board of Directors of the Company. For the purposes of this Section 6.04(b), rights or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s board capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of directors a specified event or events (a duly authorized committee “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6.04(b), (and no adjustment to the Conversion Rate under this Section 6.04(b) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 6.04(b). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of Indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 6.04(b) was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Rate shall be readjusted upon such final repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (c) If an ex-dividend date occurs for a distribution the Company, at any time or from time to time while the Securities are outstanding, distributes shares of shares any class of Capital Stock of the Company’s capital stock, evidences of the Company’s indebtedness its Indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s its Common Stock (excluding Stock, excluding: (i) dividends or distributions and rights, options referred to in Section 6.04(a); (ii) rights or warrants as referred to which an adjustment was effected under in Section 10.06(a) or Section 10.06(b) above6.04(b); and (iiiii) dividends or distributions paid exclusively referred to in cashSection 6.04(d); and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate conversion rate will be increased adjusted based on the following formula: CR = CR0 × SP0 SP0 - FMV where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date Ex Date for such distribution; SP0 = the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and FMV = the fair market value Fair Market Value (as determined in good faith by the Board of Directors of the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stockCapital Stock, evidences of indebtednessIndebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date Ex Date for such distribution. Any increase made under the above portion of this Section 10.06(c) will Such adjustment shall become effective immediately after prior to the Close opening of Business business on the day following the record date for such distribution. No adjustment pursuant If the Board of Directors of the Company determines the Fair Market Value of any distribution for purposes of this Section 6.04(c) by reference to the above formula will result actual or when issued trading market for any securities, it must in a decrease doing so consider the prices in such market over the same period used in computing the average of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu Last Reported Sale Prices of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c6.04(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of or shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange unit (a “spinSpin-offOff”), the Conversion Rate will in effect immediately before 5:00 p.m., New York City time, on the effective date of such Spin-Off shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, where CR0 = the Conversion Rate in effect immediately prior to the end effective date of the valuation period (as defined below)adjustment; CR CR’ = the Conversion Rate in effect immediately after the end effective date of the valuation periodadjustment; FMV FMV0 = the average of the Closing Last Reported Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten consecutive Trading Day period commencing on, and including, after the exeffective date of the Spin-dividend date for the spin-off (such period, the “valuation period”)Off; and MP0 = the average of the Closing Last Reported Sale Prices of the Company’s Common Stock over the valuation periodfirst ten consecutive Trading Day period after the effective date of the Spin-Off. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined occur on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 tenth Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed Day from, and including, the exeffective date of the Spin-dividend date for such spin-off to, but excluding, the relevant Conversion DateOff. (d) If an ex-dividend date occurs for a any cash dividend or other distribution is made to all, all or substantially all, all holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × SP0 SP0 - C where, where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date Ex Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date Ex Date for such distribution; SP0 = the average Last Reported Sale Price of the Closing Sale Prices a share of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate for a given transaction described in this Section 14.03 if Holders of the Notes will be entitled to participate in that transaction, without conversion of the Notes and solely as a result of holding the Notes, on the same terms and at the same time as a holder of a number of shares of Common Stock equal to (x) the principal amount of a Holder’s Notes, divided by $1,000, multiplied by (y) the Conversion Rate would be entitled to participate. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date Record Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; CR CR’ = the Conversion Rate in effect immediately after the Close close of Business business on the record date Record Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close close of Business business on the record date Record Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; and OS OS’ = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be. Any adjustment made under this Section 10.06(a14.03(a) shall become effective immediately after the Close close of Business business on the record date Record Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of Effective Date for such subdivision or combination of the Common Stock, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a14.03(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an exEx-dividend date Dividend Date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share that is less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date Record Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close close of Business business on the record date Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the close of Business business on the record date Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b14.03(b) will shall be made successively whenever any such rights, options or warrants are issued and will shall become effective immediately after the Close close of Business business on the record date Record Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased decreased, as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, as of the scheduled distribution date, to the Conversion Rate that would then be in effect if the record date Record Date for such distribution had not occurred. For purposes of this Section 10.06(b14.03(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day periodperiod ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an exEx-dividend date Dividend Date occurs for a distribution (a “Relevant Distribution”) of shares of the Company’s capital stockCapital Stock, evidences of the Company’s indebtedness or its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a14.03(a) or Section 10.06(b) above; 14.03(b), (ii) dividends or distributions paid exclusively in cash; cash as to which the provisions set forth in Section 14.03(d) shall apply, and (iiiv) spinSpin-offs Offs as defined to which the provisions set forth below in this Section 10.06(c)14.03(c) shall apply), then the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date Record Date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close close of Business business on the record date Record Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Relevant Distribution with respect to each outstanding share of the Common Stock as of the Open open of Business business on the exEx-dividend date Dividend Date for such distribution. Any increase made under the above portion of this Section 10.06(c14.03(c) will shall become effective immediately after the Close close of Business business on the record date Record Date for such distribution. No adjustment pursuant to the above formula will portion of this Section 14.03(c) shall result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased decreased, as of the date the Board of Directors determines not to be pay or make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common StockStock receive the Relevant Distribution, without having to convert its SecuritiesNotes, the amount and kind of such distribution that the Relevant Distribution such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date Record Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.03(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 10.06(c14.03(c) where there has been an exEx-dividend date Dividend Date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end close of business on the valuation period (as defined below)Record Date for the Spin-Off; CR CR’ = the Conversion Rate in effect immediately after the end close of business on the valuation periodRecord Date for the Spin-Off; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” Price as set forth in Section 1.01 as if references therein to our Common Stock were to such capital stock Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the exEx-dividend date Dividend Date for the spinSpin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment increase to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will shall be determined on the last day of the valuation period Valuation Period but will shall be given effect immediately after the Open close of Business business on the ex-dividend date Record Date for the spinSpin-offOff. In respect of any conversion of Notes during the valuation period for any spin-offValuation Period, references within in the portion of this Section 10.06(c14.03(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the exEx-dividend date Dividend Date for such spinSpin-off Off to, but excluding, the relevant Conversion Date in determining the Conversion Rate. For purposes of this Section 14.03(c) (and subject in all respect to Section 14.09), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.03(c) (and no adjustment to the Conversion Rate under this Section 14.03(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.03(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.03(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 14.03(a), Section 14.03(b) and this Section 14.03(c), if any dividend or distribution to which this Section 14.03(c) is applicable also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 14.03(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 14.03(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.03(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.03(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.03(a) and Section 14.03(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Record Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such subdivision or combination of the Common Stock, as the case may be” within the meaning of Section 14.03(a) or “outstanding immediately prior to the close of business on the Record Date for such distribution” within the meaning of Section 14.03(b). (d) If an exEx-dividend date Dividend Date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date Record Date for such dividend or distribution; CR CR’ = the Conversion Rate in effect immediately after the Close close of Business business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date Record Date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% td

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or the open of business on the Effective Date of such share split or share combination, as the case may be; CR' = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such subdivision share split or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be; and OS OS' = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of Effective Date for such subdivision share split or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them them, for a period of expiring not more than 60 calendar sixty (60) days from immediately following the announcement record date for of such distribution distribution, to purchase or subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for over the 10 ten (10) consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, where CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close close of Business business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the close of Business business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t;

Adjustment of Conversion Rate. The Company shall adjust the Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of time if any of the following eventsevents occurs: (a) If the Company exclusively issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date for Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open open of Business business on the Effective Date of such subdivision or combination, as applicable; CR' = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or such Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or such Effective Date, as applicable; and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution or Common Stock subdivision or combination. Any adjustment made under this Section 11.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution (regardless of whether the distribution date is scheduled to occur after the Maturity Date), or immediately after the open of business on the Effective Date for such subdivision or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend applicable. If any dividend, distribution or distribution, or immediately after the Open of Business on the effective date of such Common Stock subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination type described in this Section 10.06(a11.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or not to effect such subdivision or combinationcombination of Common Stock, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or such subdivision or combination of Common Stock had not been announced. (b) If an exEx-dividend date Dividend Date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them them, for a period of not more than 60 calendar days from after the announcement date for such distribution distribution, to subscribe for or purchase shares of the Company’s Common Stock, Stock at a price per share that is less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close open of Business business on the record date for such distributionEx-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the open of Business business on the record date for such distributionEx-Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for the distribution of such distributionrights, options or warrants. Any increase made under this Section 10.06(b11.04(b) will shall be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution, regardless of whether the distribution date is scheduled to occur after the Maturity Date. To the extent that such rights, options or warrants expire prior to the Maturity Date and shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants were scheduled to be distributed prior to the Maturity Date and are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date such Ex-Dividend Date for such distribution had not occurred. For purposes of this Section 10.06(b11.04(b) and for the purpose of Section 11.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day periodperiod ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an exEx-dividend date Dividend Date occurs for a distribution of shares of the Company’s capital stockCapital Stock, evidences of the Company’s indebtedness or its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (Stock, excluding (i) dividends dividends, distributions or distributions and rights, options or warrants issuances as to which an adjustment was effected under pursuant to Section 10.06(a11.04(a) or Section 10.06(b) above; 11.04(b), (ii) dividends or distributions paid exclusively in cash; cash as to which an adjustment was effected pursuant to Section 11.04(d), and (iii) spinSpin-offs Offs as defined to which the provisions set forth below in this Section 10.06(c)11.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close open of Business business on the record date for such distributionEx-Dividend Date; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Distributed Property with respect to each outstanding share of the Common Stock as of the Open of Business on the exEx-dividend date Dividend Date for such distribution. Any increase made under the above portion of this Section 10.06(c11.04(c) will above shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution. No adjustment pursuant to the above formula will shall result in a decrease of the Conversion Rate. However, if If such distribution is scheduled to be paid or made prior to the Maturity Date and is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common StockStock receive the Distributed Property, without having to convert its SecuritiesNotes, the amount and kind of such distribution that Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 11.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 10.06(c11.04(c) where there has been an exEx-dividend date Dividend Date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end open of business on the valuation period (as defined below)Ex-Dividend Date for the Spin-Off; CR CR' = the Conversion Rate in effect immediately after the end open of business on the valuation periodEx-Dividend Date for the Spin-Off; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” Price as set forth in Section 1.01 as if references therein to our Common Stock were to such capital stock Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the exEx-dividend date for Dividend Date of the spinSpin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will shall be determined on the last day of the valuation period but Valuation Period; provided that the Conversion Rate will be given effect immediately after the Open open of Business business on the exEx-dividend date Dividend Date for the spinSpin-offOff. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any Conversion, references within this Section 11.04(c) to 10 Trading Days shall be deemed to be replaced solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-off to, and including, the last Trading Day of such Conversion Period. In respect of any conversion during the valuation period Valuation Period for any spinSpin-offOff, references within in this Section 10.06(c11.04(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the exEx-dividend date Dividend Date for such spinSpin-off Off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution . If, following the Valuation Period and prior to allthe Maturity Date, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the exthat constitutes a spin-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) off is declared but not so paid or made, the new Conversion Rate shall be readjusted decreased to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” For purposes of this Section 11.04(c) (as defined above) is equal and subject in all respect to or greater than “SP0” (as defined aboveSection 11.11), in lieu of rights, options or warrants distributed by the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, without having shall be deemed not to convert its Securities, the amount have been distributed for purposes of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. this Section 11.04(c) (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The no adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e11.04(c) will be determined at required) until the Close occurrence of Business on the tenth Trading Day immediately followingearliest Trigger Event, but excludingwhereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the expiration Conversion Rate shall be made under this Section 11.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date but will be given effect at of this Supplemental Indenture, are subject to events, upon the Open occurrence of Business on which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the Trading Day next succeeding date of the expiration date. In respect occurrence of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days and each such event shall be deemed to be replaced the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such lesser number of Trading Days as have elapsed fromrights (in which case the existing rights, options or warrants shall be deemed to terminate and including, the Trading Day next succeeding the expiration expire on such date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding without exercise by any of the foregoingholders thereof). In addition, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; event of any distribution (iior deemed distribution) on account of share repurchases that are not tender offers referred to in Section 10.06(e) aboverights, including structured options or derivative transactionswarrants, or pursuant to a share repurchase program approved by any Trigger Event or other event (of the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not type described in the immediately preceding clause (ivsentence) and outstanding as with respect thereto that was counted for purposes of the Issue Date; (vi) solely calculating a distribution amount for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If which an adjustment to the Conversion Rate otherwise required under this Section 11.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rateany holders thereof, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward upon such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: final redemption or purchase (x) when the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such deferred adjustments would result redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 11.04(a), Section 11.04(b) and this Section 11.04(c), any dividend or distribution to which this Section 11.04(c) is applicable that also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 11.04(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 11.04(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 11.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 11.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 11.04(a) and Section 11.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 11.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 11.04(b). (d) If an aggregate change Ex-Dividend Date occurs for a cash dividend or distribution to all or substantially all holders of at least 1.0% tthe Common Stock (other than any dividend or distribution in connection wit

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, then the Conversion Rate will shall be adjusted based on the following formula: CR CR1 = CR0 × OS OS1 OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; CR CR0 = the Conversion Rate in effect immediately after the at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution, distribution or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may becombination; and OS OS1 = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to after, and solely as a result of, such dividend or dividend, distribution, share split or immediately after the effective date of such subdivision or combination of Common Stockcombination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination described in this Section 10.06(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board of directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announced. (b) If an ex-dividend date occurs for a distribution In case the Company shall issue to all or substantially all holders of the Company’s Common Stock of any rights, options rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 calendar days from the announcement issuance date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement declaration date for of such distribution, then the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × OS0 + X OS0 + Y where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rightsrights or warrants, options or warrants divided by the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of (%3) In case the Company shall distribute shares of the Company’s capital stockCapital Stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding dividends and distributions covered by Section 10.04(a), Section 10.04(b), Section 10.04(d), and distributions described below in Section 10.04(c)(ii) with respect to Spin-Offs (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below below)) (any of such shares of Capital Stock, evidences of indebtedness or other asset or property hereinafter in this Section 10.06(c)10.04(c) called the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × SP0 SP0 - ▇▇▇ ▇▇▇ – FMV where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend record date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors Directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants Distributed Property distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” . (as defined abovei) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c10.04(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of in shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unit, unit of the Company that are, or, when issued, will be, are listed or admitted for trading on a U.S. national or regional securities exchange (a “spinSpin-offOff”), then the Conversion Rate will be increased based on the following formula: CR CR1 = CR0 × FMV + MP0 MP0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the end Open of Business on the valuation period (as defined below)record date for the Spin-Off; CR CR0 = the Conversion Rate in effect at the Close of Business, on the Trading Day immediately after preceding the end of record date for the valuation periodSpin‑Off; FMV = the average of the Closing Last Reported Sale Prices of the capital stock Capital Stock or other similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing onimmediately following, and including, the ex-dividend third Trading Day after the record date for the spinsuch Spin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Last Reported Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion DateValuation Period. (de) If an ex-dividend date occurs for a In case the Company shall pay any cash dividend dividends or distribution make distributions paid exclusively in cash to all, all or substantially all, all holders of the outstanding Common Stock (other than any dividend dividends or distribution distributions made in connection with the Company’s liquidationdissolution, dissolution liquidation or winding upwinding-up of the Company or distributions to which Section 10.06 applies), then the Conversion Rate will be increased based on the following formula: CR CR1 = CR0 × SP0 SP0 - C where, CR0 – DTA where CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such dividend or distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business Business, on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Closing Last Reported Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend record date for such distribution; DTA = the dividend threshold amount, which will initially be equal to $0.08333 per share in any month; provided that if there is not a record date for a dividend in any month, the DTA may be carried forward by the Company to the next subsequent month, and to the extent the aggregate amount of any dividends with record dates in such subsequent month is less than $$0.08333 such difference may be carried forward to the second subsequent month, subject to a maximum DTA at any time of $0.25; and C = the amount in cash per share that the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distributionin any dividend. (ef) If In case the Company or any of its subsidiaries Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, to the Company’s Common Stock and, if extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Last Reported Sale Prices Price of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”)offer, then the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × AC + (OS x SP( SP1 × OS1 ) OS0 x SP where, × SP1 where CR1 = the Conversion Rate in effect at the Close of Business on the day such tender offer or exchange offer expires; CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding immediately following the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration dateday such tender offer or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board Board of directors Directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; SP1 = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the day such tender or exchange offer expires (the “Averaging Period”); OS1 = the number of shares of Common Stock outstanding immediately after the Close of Business on the day such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) date such tender or exchange offer expires (prior to giving effect to such tender offer or exchange offer); OS = the number . (g) Notwithstanding any other provision of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing onthis Section 10.04, and including, the Trading Day next succeeding the expiration date. The adjustment no adjustments to the Conversion Rate under the preceding paragraph of pursuant to this Section 10.06(e) 10.04 will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjustedmade: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (ivii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of its subsidiariesSubsidiaries; (viii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (ivii) of this Section 10.04(f) and outstanding as of the Issue Datedate the Notes were first issued; (viiv) solely for a change in the par value of the Common Stock; or (viiv) for accrued and unpaid interestinterest (including Filing Additional Interest, if any. If an adjustment to ). (h) To the extent a transaction qualifies under two or more of Section 10.04(a), Section 10.04(b), Section 10.04(c), Section 10.04(d) and Section 10.04(e), the Conversion Rate otherwise required shall be adjusted pursuant to Section 10.04(c)(i). (i) For purposes of this Section 10.04 the term “record date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders of the Company entitled to receive such cash, securities or other property (whether such date is fixed by the Section 10.06(a)-(e) above would result in a change Board of less than 1.0% to the Conversion RateDirectors or by statute, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tcontract or otherwise).

Adjustment of Conversion Rate. (a) The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (ai) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the share combination of Common Stock, the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS OS0 whereOSo Where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of giving effect to such subdivision share split or combination of Common Stockshare combination, as the case may be. Any Such adjustment made under this Section 10.06(a) shall become effective immediately after the Close opening of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date of for such subdivision share split or combination of Common Stock, as the case may beshare combination. If such dividend, distribution, subdivision any dividend or combination distribution described in this Section 10.06(aclause (i) is declared but not so paid or made, the Conversion Rate shall immediately be immediately readjusted, readjusted effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combination, the to the Conversion Rate that would then be in effect if had there not been an Ex-Dividend Date for such dividend or distribution had not been declared or subdivision or combination had not been announceddistribution. (bii) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s its Common Stock of any rights, options or warrants entitling them for a period of not more than 60 forty-five (45) calendar days from after the announcement date for of such distribution issuance to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement date for of such distributionissuance, the Conversion Rate will be increased based on the following formula: formula (provided that the Conversion Rate will be immediately readjusted to the extent that such rights, options or warrants are not exercised prior to their expiration or are not distributed): CR = CR0 × OS0 + X OS0 OSo + Y whereWhere, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the open of Business business on the record date Ex-Dividend Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive Trading-Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement date for of the issuance of such distributionrights, options or warrants. Any increase Such adjustment shall be successively made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close opening of Business business on the record date Ex-Dividend Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(bclause (ii), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 ten (10) consecutive Trading Day period, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (ciii) If an ex-dividend date occurs for a distribution of the Company shall distribute shares of the Company’s capital stockCapital Stock, evidences of the Company’s its indebtedness or other of its assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock Stock, excluding: (excluding (iA) dividends or distributions and (including share splits) or rights, options or warrants as referred to which an adjustment was effected under Section 10.06(ain clause (i) or (ii) of Section 10.06(b) 15.06 above; (iiB) dividends or distributions paid exclusively in cash; and (iiiC) spin-offs as defined to which the provisions set forth below in this Section 10.06(c))clause (iii) shall apply, then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 SPo SPo - FMV whereWhere, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive trading-day Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stockCapital Stock, evidences of indebtedness, indebtedness or other assets or property or rights, options or warrants to acquire Capital Stock or other securities distributed with respect to each outstanding share of the Common Stock as of the Open open of Business business on the exEx-dividend date Dividend Date for such distribution. Any increase made under the above portion of this Section 10.06(c) will Such adjustment shall become effective immediately after the Close opening of Business business on the record date Ex-Dividend Date for such distribution. No adjustment pursuant If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this clause (iii) by reference to the above formula actual or when-issued trading market for any securities, it will result in a decrease doing so consider the prices in such market over the same period used in completing the Closing Price of Common Stock over the Conversion Rateten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. However, if If any such distribution is not so paid or made, the Conversion Rate shall be decreased readjusted to be the Conversion Rate that would then be in effect if such distribution had there not been declaredan Ex-Dividend Date for such dividend or distribution. Notwithstanding the foregoing, if If “SP0” (as defined above) minus “FMV” (as defined above) is equal to or greater less than “SP0” (as defined above)$1.00, in lieu of the foregoing increaseadjustment, adequate provisions shall be made so that each Holder of Securities Debentureholder shall receive, have the right to receive on conversion in respect of each $1,000 principal amount thereofDebenture held by such Debentureholder, at in addition to the same time and upon cash and, to the same terms as holders extent the Company elects, shares of the Company’s Common Stock, without having Stock such holder is otherwise entitled to convert its Securitiesreceive, the amount and kind of securities and assets such distribution that such Holder Debentureholder would have received if had such Holder owned Debentureholder already owned, for each $1,000 principal amount of Debentures it held on the Ex-Dividend Date of such distribution, a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Ex-Dividend Date for such distribution. For the purposes of this Section 15.06(a)(iii), except to the extent provided in Section 15.08, rights or warrants distributed by the Company to all or substantially all holders of Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) also are issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 15.06(a)(iii) and no adjustment to the Conversion Rate under this Section 15.06(a)(iii) shall be required until the occurrence of the earliest Trigger Event, whereupon such rights or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 15.06(a)(iii). If any such rights or warrants are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase or exchangeable for additional or different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants to the extent not exercised by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 15.06(a)(iii) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect on to such distribution or Trigger Event, as the record case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date for of such redemption or repurchase, and (2) in the distributioncase of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. With respect to an adjustment pursuant to this Section 10.06(cclause (iii) where there has been an ex-dividend date for a payment of a dividend or other distribution on all or substantially all of the Company’s shares of Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unit, unit that are, or, are or will be when issued, will be, issued listed or admitted for trading on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 whereMPo MPo Where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below)Valuation Period of the Spin-Off; CR = the Conversion Rate in effect immediately after the end of the valuation periodValuation Period of the Spin-Off; FMV = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten (10) consecutive Trading Day period commencing onimmediately following, and including, the ex-dividend effective date for the spinSpin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The Because the adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(cclause (iii) will be determined made immediately after the end of the Valuation Period for a Spin-Off, (A) if a Debentureholder converts a Debenture and the first Trading Day of the Conversion Reference Period applicable to such Debenture occurs on or after the Ex-Dividend Date for a Spin-Off, but prior to or on the last day Trading Day of the valuation period but Valuation Period for such Spin-Off, the Company shall postpone the Conversion Date applicable to such Debenture until the first Business Day immediately following the last Trading Day of such Valuation Period (and the settlement of such Debenture will be given effect immediately postponed accordingly), and (B) if a Debentureholder converts a Debenture and at least one Trading Day of the Conversion Reference Period applicable to such Debenture occurs prior to the Ex-Dividend Date for such Spin-Off and, but for this provision, at least one Trading Day of such Conversion Reference Period would occur on or after the Open of Business Ex-Dividend Date for such Spin-Off, but prior to or on the exlast Trading Day of the Valuation Period for such Spin-dividend date Off, such Conversion Reference Period will be suspended on the first such Trading Day and will resume on the first Trading Day immediately following the end of such Valuation Period (and the settlement of such Debenture will be postponed accordingly). For purposes of the above calculation, (1) the “Closing Price” of any Capital Stock or similar equity interest shall be calculated in a manner analogous to that used to calculate the Closing Price of the Common Stock, (2) whether a day is a “Trading Day” (and whether a day is a “Scheduled Trading Day” and whether a “Market Disruption Event” has occurred) for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days applicable Capital Stock or similar equity interest shall be deemed determined in a manner analogous to that used to determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (3) whether a day is a Trading Day to be replaced with included in a Valuation Period will be determined based on whether a day is a Trading Day for both the Common Stock and such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion DateCapital Stock or similar equity interest. (div) If an ex-dividend date occurs for a the Company shall make or pay any cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 SPo SPo - C whereWhere, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such dividend or distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(dIf “SP0” (as defined above) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if minus “C” (as defined above) is equal to or greater less than “SP0” (as defined above)$1.00, in lieu of the foregoing increaseadjustment, adequate provisions shall be made so that each Holder Debentureholder shall have the right to receive on conversion in respect of Securities shall each Debenture held by such Debentureholder, in addition to the cash and, to the extent the Company elects, shares of Common Stock such Debentureholder is otherwise entitled to receive, the amount of cash that such Debentureholder would have received had such Debentureholder held already owned, for each $1,000 principal amount of SecuritiesDebentures it held on the Ex-Dividend Date for such dividend or distribution, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on immediately prior to such Ex-Dividend Date. If any dividend or distribution described in this clause (iv) is declared but not so paid or made, the record Conversion Rate shall be immediately readjusted effective as of the date the Board of Directors determines not to pay such dividend or distribution to the Conversion Rate that would then be in effect had there not been an Ex-Dividend Date for such cash dividend or distribution. (ev) If the Company or any of its subsidiaries Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Company’s Common Stock and, and if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average Closing Price of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration dateExpiration Date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SPSP × OS) OS0 x × SP whereWhere, CR0 = the Conversion Rate in effect immediately prior to the Open open of Business business on the Trading Business Day next succeeding the expiration dateExpiration Date; CR = the Conversion Rate in effect immediately after the Open open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tbusiness o

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following eventsevents occurs, except that the Company will not make any adjustment if Holders of Securities may participate, as a result of holding the Securities, in the transactions described in this Section 5.06 without having to convert their Securities: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, which dividend or distribution consists exclusively of shares of Common Stock, or if the Company subdivides or combines the outstanding Common Stock, the Conversion Rate will be adjusted based on the following formula: CR = CR0 × OS OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date for Ex Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may beapplicable; CR CR1 = the Conversion Rate in effect immediately after the Close Opening of Business on the record date for such dividend Ex Date or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may bedate; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to such Ex Date or effective date; and OS1 = the Close number of shares of Common Stock outstanding immediately after the Opening of Business on such Ex Date or effective date after giving effect to such dividend, distribution, subdivision or share combination. Any adjustment made pursuant to this Section 5.06(a) shall become effective immediately after the Opening of Business on the record date Ex Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of for such subdivision or combination combination. If any dividend or distribution of the type described in this Section 5.06(a) is declared but not paid or made, or the outstanding shares of Common StockStock are not subdivided or combined, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination described in this Section 10.06(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors of the Company determines not to pay such dividend or distribution distribution, or to effect such subdivision or combination, combination to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared dividend, distribution, or subdivision or combination had not been declared or announced. (b) If an ex-dividend date occurs for a distribution the Company issues to all or substantially all holders of the Common Stock rights, warrants or options (other than pursuant to the Company’s Common Stock of preferred stock rights plan or any rights, options or warrants successor plan thereto) entitling them such holders for a period of not more than 60 calendar days from after the announcement date for of such distribution issuance to subscribe for or purchase shares of the Company’s Common Stock, at a price per share or a Conversion Price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day Days immediately preceding the announcement date for that such distributiondistribution was first publicly announced, the Conversion Rate will be increased adjusted based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, where CR0 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date Ex Date for such distributionissuance; CR CR1 = the Conversion Rate in effect immediately after the Close Opening of Business on the record date such Ex Date for such distributionissuance; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the Opening of Business on the record date for such distributionEx Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options warrants or warrantsoptions; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options rights or warrants divided by the average of the Closing Sale Prices of the Common Stock over for the 10 consecutive Trading-Day period ending on, and including, the Trading Day Days immediately preceding the announcement date for that the distribution of such distributionrights, warrants or options was first publicly announced. Any increase made under The adjustment described in this Section 10.06(b5.06(b) will shall be successively made successively whenever any such rights, warrants or options or warrants are issued distributed and will shall become effective immediately after the Close Opening of Business on the record date Ex Date for such distributionissuance. To If such rights, warrants or options are not so issued, the Conversion Rate shall be adjusted to be the Conversion Rate that would then be in effect if such Ex Date for such issuance had not been fixed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options warrants or warrantsoptions, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and adjustments made upon the same terms as holders issuance of shares of the Company’s Common Stocksuch rights, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate warrants or options been made on the record date for such cash dividend or distribution. (e) If the Company or any basis of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = only the number of shares of Common Stock outstanding immediately prior actually delivered. In determining whether any rights, warrants or options entitle the Holders to the time (the “expiration time”) such tender subscribe for or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of purchase shares of Common Stock outstanding immediately after the expiration time (after giving effect to at less than such tender or exchange offer); and SP = the average of the Closing Sale Prices Prices, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, warrants or options and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Board of Directors of the Common Stock over Company. For the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph purposes of this Section 10.06(e5.06(b), rights, warrants or options distributed by the Company to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, warrants or options, until the occurrence of a specified event or events (a “Trigger Event”): (1) will are deemed to be determined at the Close transferred with such shares of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In Common Stock; (2) are not exercisable; and (3) also are issued in respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration datefuture issuances of Common Stock, references in this Section 10.06(e) to 10 Trading Days shall be deemed not to be replaced with such lesser number have been distributed for purposes of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tthis Section

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination (including a “reverse split”), the Conversion Rate will shall be adjusted based on the following formula: CR OS’ CR’ = CR0 × OS x OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close close of Business business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR and OS’ = the Conversion Rate in effect number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the Close close of Business business on the record date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend share split or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In addition to all or substantially all holders of the Company’s Common Stock of foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any rights, options or warrants entitling them amount for a period of not more than 60 calendar days from at least 20 Business Days or any longer period as may be permitted or required by law, if the announcement date for Board of Directors has made a determination, which determination shall be conclusive, that such distribution to subscribe for or purchase shares increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s Common Stock, at a price per share less than address as the average same appears on the registry books of the Closing Sale Prices Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, case may be. Adjustments to the Conversion Rate will be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior calculated to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereofnearest 1/10,000th. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, then the Conversion Rate will shall be adjusted based on the following formula: CR CR1 = CR0 × OS OS1 OS0 where, CR0 CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; CR CR0 = the Conversion Rate in effect immediately after the at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution, distribution or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the Close Open of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockcombination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a10.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution distribution, or to effect such subdivision subdivide or combinationcombine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or dividend, distribution, subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In case the Company shall issue to all or substantially all holders of the Company’s Common Stock of any rights, options rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 calendar days from the announcement issuance date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement declaration date for of such distribution, then the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × OS0 + X OS0 + Y where, CR0 CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rightsrights or warrants, options or warrants divided by the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement record date for such distribution. Any increase Such adjustment shall be successively made under this Section 10.06(b) will be made successively whenever any such rights, options rights or warrants are issued and will shall become effective immediately after prior to the Close Open of Business on the record date for such distribution. To If such rights or warrants are not issued or to the extent that shares of Common Stock they are not delivered after the expiration of such rights, options or warrantsso exercised prior to their expiration, the Conversion Rate shall again be decreased adjusted to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the such record date for such distribution had not occurredbeen fixed. For purposes of this Section 10.06(b), in In determining whether any rights, options rights or warrants entitle the holders holder thereof to subscribe for or purchase shares of Common Stock at a price that is per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for each on the Trading Day immediately preceding the declaration date of such distribution, and in determining the applicable 10 consecutive Trading Day periodaggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options rights or warrants and any amount payable on exercise or conversion thereof, with where the value of such consideration consideration, if other than cash to cash, shall be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (ci) If an ex-dividend date occurs for a distribution of In case the Company shall distribute shares of the Company’s capital stockCapital Stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding dividends and distributions covered by Section 10.04(a), Section 10.04(b), Section 10.04(d), and distributions described below in Section 10.04(c)(ii) with respect to Spin-Offs (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below below)) (any of such shares of Capital Stock, evidences of indebtedness or other asset or property hereinafter in this Section 10.06(c)10.04(c) called the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR CR1 = CR0 × SP0 SP0 - – FMV where, CR0 CR1 = the Conversion Rate in effect immediately prior to the Close Open of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend record date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors Directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants Distributed Property distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend record date for such distribution. Any increase made under the above portion of this Section 10.06(c) will Such adjustment shall become effective immediately after prior to the Close Open of Business on the record date for shareholders entitled to receive such distribution. No adjustment pursuant ; provided that (1) if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP0 as set forth above or (2) if SP0 exceeds the fair market value of the Distributed Property by less than $0.01, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive, for each $1,000 principal amount of Notes upon conversion, the amount of Distributed Property such Holder would have received had such Holder converted such Notes immediately prior to the above formula will result in a decrease record date for determining the shareholders of the Conversion RateCompany entitled to receive the Distributed Property. However, if If such dividend or distribution is not so paid or made, the Conversion Rate shall again be decreased adjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoingIf such dividend or distribution consists of rights or warrants, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on shall be readjusted to the record date extent that such rights or warrants are not exercised prior to their expiration. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.04(c)(i) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such cash dividend or distributionmarket over the same period used in determining SP0 above. (eii) If the Company or any of its subsidiaries makes With respect to an adjustment pursuant to this Section 10.04(c) where there has been a payment in respect of a tender dividend or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of distribution on the Common Stock over in shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date Company that are listed on which tenders a national or exchanges may be made pursuant to such tender or regional securities exchange offer (the a “expiration dateSpin-Off”), then the Conversion Rate will be increased based on the following formula: CR CR1 = CR0 × AC FMV + (OS x SP) OS0 x SP where, CR0 MP0 MP0 CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding record date for the expiration dateSpin-Off; CR CR0 = the Conversion Rate in effect at the Close of Business, on the Trading Day immediately preceding the record date for the Spin‑Off; FMV = the average of the Last Reported Sale Prices of the Capital Stock or other similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the third Trading Day after the record date for such Spin-Off (such period, the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Stock over the Valuation Period. Such adjustment shall occur immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately day after the expiration time (after giving effect to such tender or exchange offer); and SP = the average last day of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date Valuation Period but will be given effect at as of the Open of Business on the Trading Day next succeeding record date for the expiration date. In Spin-Off; provided that in respect of any conversion during within the 10 ten Trading Days commencing on the Trading Day next succeeding the expiration datefollowing any Spin-Off, references in within this Section 10.06(e10.04(c)(ii) to 10 ten Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, between such Spin-Off and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Date in determining the applicable Conversion Rate. (f) Notwithstanding any of . Because the foregoing, Company will make the adjustment to the Conversion Rate at the end of the Valuation Period with retroactive effect, the Company will not be adjusted: delay the settlement of any Notes where the Conversion Date occurs during the Valuation Period. In such event, the Company will deliver shares of Common Stock and any cash in lieu thereof (based on the adjusted Conversion Rate) on the second Business Day following the last day of the Valuation Period. Rights or warrants distributed by the Company to all holders of Common Stock, entitling the holders thereof to subscribe for or purchase Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) upon the issuance of are deemed to be transferred with such Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions aboveStock; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwiseexercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.04(c) (and no adjustment to the Conversion Rate under this Section 10.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.04(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Supplemental Indenture, are subject to events, upon the issuance occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any shares and each such event shall be deemed to be the date of Common Stock pursuant distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any present or future plan providing for of the reinvestment of dividends or interest payable on holders thereof). In addition, in the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance event of any shares distribution (or deemed distribution) of Common Stock rights or options or rights to purchase those shares pursuant to any present or future employeewarrants, director or consultant benefit plan or program of or assumed by the Company or any Trigger Event or other event (of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not type described in the immediately preceding clause (ivsentence) and outstanding as with respect thereto that was counted for purposes of the Issue Date; (vi) solely calculating a distribution amount for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If which an adjustment to the Conversion Rate otherwise under this Section 10.04 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. For purposes of this Section 10.04(c) and Section 10.04(a) and Section 10.04(b), any dividend or distribution to which this Section 10.04(c) is applicable that also includes a dividend or distribution of Common Stock to which Section 10.04(a) applies or a dividend or distribution of rights or warrants to subscribe for or purchase Common Stock to which Section 10.04(a) or Section 10.04(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital Stock other than such Common Stock or rights or warrants to which this Section 10.04(c) applies, and any Conversion Rate adjustment required by this Section 10.04(c) with respect to such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 10.04(a) and Section 10.04(b) with respect to such dividend or distribution shall then be made), except (A) the record date of such dividend or distribution shall be substituted as “the record date” and “the date fixed for such determination” within the meaning of Section 10.06(a)-(e10.04(a) above would result and Section 10.04(b) and (B) any Common Stock included in such dividend or distribution shall not be deemed outstanding “at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination” within the meaning of Section 10.04(a) or “at Close of Business on the Trading Day immediately preceding the record for such distribution” within the meaning of Section 10.04(b). (d) In case the Company shall pay any cash dividends or make distributions paid exclusively in cash to all or substantially all holders of Common Stock (other than dividends or distributions made in connection with the dissolution, liquidation or winding-up of the Company or distributions to which Section CR1 = CR0 × SP0 – DTA SP0 – C CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for such dividend or distribution; CR0 = the Conversion Rate in effect at the Close of Business, on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution; DTA = the dividend threshold amount, which will initially be equal to $0.06 per share in any month; provided that if there is not a change record date for a dividend in any month, the DTA may be carried forward by the Company to the next subsequent month, and to the extent the aggregate amount of any dividends with record dates in such subsequent month is less than 1.0% $0.06 such difference may be carried forward to the second subsequent month, subject to a maximum DTA at any time of $0.18; and C = the amount in cash per share that the Company distributes to holders of Common Stock in any dividend. Such adjustment shall become effective immediately prior to the Open of Business on the record date for such dividend or distribution. The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever the Conversion Rate, then, notwithstanding the foregoingRate is adjusted other than pursuant to this Section 10.04(d). If an adjustment is required to be made as set forth in this Section 10.04(d) as a result of a distribution that is not a regular monthly or quarterly dividend, the Company maydividend threshold amount will be deemed to be zero. For the avoidance of doubt, at its electiona distribution that relates to a prior monthly or quarterly period during which the record date for a regular distribution did not occur (such distribution, defer and carry forward a “Delayed Distribution”) shall constitute a regular monthly or quarterly dividend (whether paid separately or together with the regular monthly or quarterly distribution with respect to the period in which such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tDel

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or dividend, distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(asubsection (a) shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination described in this Section 10.06(asubsection (a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or such subdivision or combination had not been announced. (b) If an exEx-dividend date Dividend Date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them for a period of not more than 60 45 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the open of Business business on the record date Ex-Dividend Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(bsubsection (b) will shall be made successively whenever any such rights, options or warrants are issued and will shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased decreased, as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, as of the scheduled distribution date, to the Conversion Rate that would then be in effect if the record date Ex-Dividend Date for such distribution had not occurred. For purposes of this subsection (b) and for purposes of Section 10.06(b5.01(b)(i), in determining whether any rights, options or warrants entitle the holders Holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an exEx-dividend date Dividend Date occurs for a distribution (the “Relevant Distribution”) of shares of the Company’s capital stockCapital Stock, evidences of indebtedness of the Company’s indebtedness Company or other assets or property of the Company or rights, options or warrants to acquire Capital Stock or other securities of the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding Stock, excluding: (i) share splits, share combinations, dividends or distributions and distributions; (ii) rights, options or warrants as to which an adjustment was effected under of the type described in Section 10.06(a) or Section 10.06(b) above; 5.06(b); (iiiii) dividends or distributions paid exclusively in cash; and and (iiiiv) spinSpin-offs as defined below Offs, then, in this Section 10.06(c))each such case, then the Conversion Rate will shall be increased adjusted based on the following formula: CR = CR0 × SP0 SP0 - ▇▇▇ ▇▇▇ – FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stockCapital Stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open open of Business business on the exEx-dividend date Dividend Date for such distribution. Any increase made under the above portion of this Section 10.06(csubsection (c) will shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution. No adjustment pursuant to the above formula will shall result in a decrease of the Conversion Rate. However, ; provided that if such distribution is not so paid or made, the Conversion Rate shall be decreased decreased, as of the date the Board of Directors determines not to pay or make such distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its SecuritiesNotes, the amount and kind of such distribution the Relevant Distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(csubsection (c) where there has been an exEx-dividend date Dividend Date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spinSpin-offOff”), ) the Conversion Rate will shall be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end open of business on the valuation period (as defined below)Ex-Dividend Date for the Spin-Off; CR = the Conversion Rate in effect immediately after the end open of business on the valuation periodEx-Dividend Date for the Spin-Off; FMV = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” Price set forth in Section 1.02 as if references therein to our Common Stock were to such capital stock Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the exEx-dividend date Dividend Date for the spinSpin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(csubsection (c) will shall be determined on the last day Trading Day of the valuation period Valuation Period but will shall be given effect immediately after the Open open of Business business on the exEx-dividend date Dividend Date for the spinSpin-offOff. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the last Trading Day of the Conversion Period in respect of any conversion, references in the definition of “FMV” above to 10 Trading Days shall be deemed to be replaced, solely in respect of such conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Conversion Period. In respect of any conversion during the valuation period Valuation Period for any spinSpin-offOff, references within this Section 10.06(c) related in the definition of “FMV” above to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the exEx-dividend date Dividend Date for such spinSpin-off Off to, but excludingand including, the relevant Conversion Date. If any dividend or distribution that constitutes a Spin-Off is declared, but not so paid or made, the Conversion Rate shall be decreased, as of the date the Board of Directors determines not to pay or make such dividend or distribution, to be the Conversion Rate that would then be in effect in such dividend or distribution had not been declared. Rights, options or warrants distributed by the Company to all or substantially all holders of Common Stock, entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this subsection (c) (and no adjustment to the Conversion Rate under this subsection (c) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this subsection (c). Subject to Section 5.15, if any such rights, options or warrants are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). Subject to Section 5.15, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this subsection (c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of this subsection (c) and subsections (a) and (b) of this Section 5.06, any dividend or distribution to which this subsection (c) is applicable that also includes shares of Common Stock to which subsection (a) of this Section 5.06 applies or rights, options or warrants to subscribe for or purchase shares of Common Stock to which subsection (b) of this Section 5.06 applies, shall be deemed instead to be (1) a dividend or distribution of the shares of Capital Stock, evidences of indebtedness or other assets or property, other than such shares of Common Stock or such rights, options or warrants, to which this subsection (c) applies (and any Conversion Rate adjustment required by this subsection (c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights, options or warrants (and any further Conversion Rate adjustment required by subsections (a) and (b) of this Section 5.06 with respect to such dividend or distribution shall then be made), except (A) the Ex-Dividend Date of such dividend or distribution shall under this subsection (c) be substituted as “the Ex-Dividend Date” within the meaning of subsection (a) and subsection (b) of this Section 5.06 and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such subdivision or combination of Common Stock, as the case may be” within the meaning of subsection (a) of this Section 5.06 or “outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution” within the meaning of subsection (b) of this Section 5.06. (d) If an exEx-dividend date Dividend Date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - ▇▇▇ ▇▇▇ – C where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices Price of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(dsubsection (d) shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution. No adjustment pursuant to the above formula will shall result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate for a given transaction described in this Section 14.04 if Holders of the Notes will be entitled to participate in that transaction, without conversion of the Notes and solely as a result of holding the Notes, on the same terms and at the same time as a holder of a number of shares of Common Stock equal to (x) the principal amount of a Holder’s Notes, divided by $1,000, multiplied by (y) the Conversion Rate would be entitled to participate. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will shall be adjusted based on the following formula: CR CR' = CR0 × OS x OS' OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; CR CR' = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be; and OS OS' = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date Effective Date of such subdivision or combination of the Common Stock, as the case may be. Any adjustment made under this Section 10.06(a14.04(a) shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date of Effective Date for such subdivision or combination of the Common Stock, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an exEx-dividend date Dividend Date occurs for a distribution to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them for a period of not more than 60 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share that is less than the average of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × x OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to Close the open of Business business on the record date Ex-Dividend Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution. Any increase made under this Section 10.06(b14.04(b) will shall be made successively whenever any such rights, options or warrants are issued and will shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased decreased, as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, as of the scheduled distribution date, to the Conversion Rate that would then be in effect if the record date Ex-Dividend Date for such distribution had not occurred. For purposes of this Section 10.06(b14.04(b), and for purposes of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors. (c) If an exEx-dividend date Dividend Date occurs for a distribution (a “Relevant Distribution”) of shares of the Company’s capital stockCapital Stock, evidences of the Company’s indebtedness or its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a14.04(a) or Section 10.06(b) above; 14.04(b), (ii) dividends or distributions paid exclusively in cash; cash as to which the provisions set forth in Section 14.04(d) shall apply, and (iii) spinSpin-offs Offs as defined to which the provisions set forth below in this Section 10.06(c)14.04(c) shall apply), then the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × SP0 SP0 - x ▇▇▇ ▇▇▇ – FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close open of Business business on the record date Ex-Dividend Date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day Trading Day period ending on, and including, the Trading Day immediately preceding the exEx-dividend date Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Relevant Distribution with respect to each outstanding share of the Common Stock as of the Open open of Business business on the exEx-dividend date Dividend Date for such distribution. Any increase made under the above portion of this Section 10.06(c14.04(c) will shall become effective immediately after the Close open of Business business on the record date Ex-Dividend Date for such distribution. No adjustment pursuant to the above formula will portion of this Section 14.04(c) shall result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased decreased, as of the date the Board of Directors determines not to be pay or make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), then, in lieu of the foregoing increase, each Holder of Securities a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common StockStock receive the Relevant Distribution, without having to convert its SecuritiesNotes, the amount and kind of such distribution that the Relevant Distribution such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date Record Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 10.06(c14.04(c) where there has been an exEx-dividend date Dividend Date for a dividend or other distribution on the Company’s Common Stock to all or substantially all holders of the Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × FMV x FMV0 + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end open of business on the valuation period (as defined below)Ex-Dividend Date for the Spin-Off; CR CR' = the Conversion Rate in effect immediately after the end open of business on the valuation periodEx-Dividend Date for the Spin-Off; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” Price as set forth in Section 1.01 as if references therein to our Common Stock were to such capital stock Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the exEx-dividend date Dividend Date for the spinSpin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The adjustment increase to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will shall be determined on the last day of the valuation period Valuation Period but will shall be given effect immediately after the Open open of Business business on the exEx-dividend date Dividend Date for the spinSpin-offOff. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any conversion of Notes, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Conversion Period. In respect of any conversion of Notes during the valuation period for any spin-offValuation Period, references within in the portion of this Section 10.06(c14.04(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the exEx-dividend date Dividend Date for such spinSpin-off Off to, but excluding, the relevant Conversion Date. Date in determining the Conversion Rate. For purposes of this Section 14.04(c) (d) If an ex-dividend date occurs for a cash dividend and subject in all respect to Section 14.11), rights, options or distribution warrants distributed by the Company to all, or substantially all, all holders of the outstanding Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other than assets, then the date of the occurrence of any dividend and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in connection the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Company’s liquidationConversion Rate under this Section 14.04(c) was made, dissolution (1) in the case of any such rights, options or winding upwarrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - C wherereadjusted as if such rights, CR0 = the Conversion Rate in effect immediately prior to the Close options and warrants had not been issued. For purposes of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending onSection 14.04(a), Section 14.04(b) and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However14.04(c), if any dividend or distribution described in to which this Section 10.06(d14.04(c) is declared but not so paid applicable also includes one or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such both of: (A) a dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to which Section 14.04(a) is applicable (the Conversion Rate on “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the record date for “Clause B Distribution”), then, in either case, (1) such cash dividend or distribution. (e, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer is applicable (the “expiration dateClause C Distribution”), the ) and any Conversion Rate will adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be increased based on made, and (2) the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash adjustment required by Section 14.04(a) and any other consideration (as Section 14.04(b) with respect thereto shall then be made, except that, if determined in good faith by the Company’s board Company (I) the “Ex-Dividend Date” of directors or a duly authorized committee thereofthe Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the time (open of business on the “expiration time”) Ex-Dividend Date for such tender dividend or exchange offer expires (distribution, or immediately prior to giving effect to such tender or exchange offer); OS = the number open of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open Effective Date of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price subdivision or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value combination of the Common Stock; or (vii, as the case may be” within the meaning of Section 14.04(a) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tor

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, then the Conversion Rate will shall be adjusted based on the following formula: CR = CR0 × OS OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; CR CR0 = the Conversion Rate in effect immediately after the at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution, distribution or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockcombination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the Close Opening of Business on the record date for such dividend or distribution, distribution or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stock, as the case may be; and OS = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of Common Stock, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stockcombination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a10.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution distribution, or to effect such subdivision subdivide or combinationcombine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or dividend, distribution, subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution In case the Company shall issue to all or substantially all holders of the Company’s Common Stock of any rights, options rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 calendar days from the announcement issuance date for such distribution to subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average Last Reported Sale Price of the Closing Sale Prices of the Company’s Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement declaration date for of such distribution, then the Conversion Rate will shall be increased based on the following formula: CR = CR0 × OS0 + X OS0 + Y where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the Close Opening of Business on the record date for such distribution; CR CR0 = the Conversion Rate in effect immediately after at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rightsrights or warrants, options or warrants divided by the average of the Closing Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement record date for such distribution. Any increase Such adjustment shall be successively made under this Section 10.06(b) will be made successively whenever any such rights, options rights or warrants are issued and will shall become effective immediately after prior to the Close Opening of Business on the record date for such distribution. To If such rights or warrants are not issued or to the extent that shares of Common Stock they are not delivered after the expiration of such rights, options or warrantsso exercised prior to their expiration, the Conversion Rate shall again be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the record date for such distribution had not occurred. For purposes of this Section 10.06(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Company’s Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash to be determined in good faith by the Company’s board of directors or a duly authorized committee thereof. (c) If an ex-dividend date occurs for a distribution of shares of the Company’s capital stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities, to all or substantially all holders of the Company’s Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under Section 10.06(a) or Section 10.06(b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) spin-offs as defined below in this Section 10.06(c)), then the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date for such distribution. Any increase made under the above portion of this Section 10.06(c) will become effective immediately after the Close of Business on the record date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased adjusted to be the Conversion Rate that would then be in effect if such record date for such distribution had not been declaredfixed. Notwithstanding In determining whether any rights or warrants entitle the foregoing, if “FMV” (as defined above) is equal holder thereof to subscribe for or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution that such Holder would have received if such Holder owned a number of purchase shares of Common Stock equal to at a price per share less than the Conversion Rate in effect on Last Reported Sale Price of the record date for the distribution. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a dividend or other distribution on the Company’s Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “spin-off”), the Conversion Rate will be increased based on the following formula: CR = CR0 × FMV + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the valuation period (as defined below); CR = the Conversion Rate in effect immediately after the end of the valuation period; FMV = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period commencing on, and including, the ex-dividend date for the spin-off (such period, the “valuation period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation period. The adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be determined on the last day of the valuation period but will be given effect immediately after the Open of Business on the ex-dividend date for the spin-off. In respect of any conversion during the valuation period for any spin-off, references within this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the ex-dividend date for such spin-off to, but excluding, the relevant Conversion Date. (d) If an ex-dividend date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula: CR = CR0 × SP0 SP0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend declaration date of such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company for such distribution; rights or warrants and C = any amount payable on exercise or conversion thereof, where the amount in cash per share value of such consideration, if other than cash, shall be determined by the Board of Directors. (i) In case the Company pays shall distribute shares of Capital Stock, evidences of indebtedness or distributes other assets or property to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash excluding dividends and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”distributions covered by Section 10.04(a), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t,

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, the Conversion Rate will shall be adjusted based on the following formula: CR CR' = CR0 × OS ' OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; and OS OS' = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of for such subdivision share split or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them them, for a period of expiring not more than 60 calendar sixty (60) days from immediately following the announcement record date for of such distribution distribution, to purchase or subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for over the 10 ten (10) consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × OS0 + +X OS0 + Y OS0+Y where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will shall be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if the such record date for such distribution had not occurred. For purposes of this Section 10.06(b), in In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the such average of the Closing Sale Prices of for the Company’s Common Stock for each Trading Day in the applicable 10 ten (10) consecutive Trading Day periodperiod ending on the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or Directors. Except in the case of a duly authorized committee thereofreadjustment of the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(b). (c) If an ex-dividend date occurs for a distribution of the Company distributes shares of the Company’s capital stockits Capital Stock, evidences of the Company’s its indebtedness or other assets of its assets, securities or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (Stock, but excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a) or Section 10.06(b) above; ), (ii) dividends or distributions paid exclusively in cash; cash as to which an adjustment was effected pursuant to Section 10.06(d), and (iii) spinSpin-offs as defined below Offs to which the provisions set forth in the latter portion of this Section 10.06(c)) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × SP0 SP0 - – FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Distributed Property distributable with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date Ex Date for such distribution. Any increase made under If the above portion Board of Directors determines “FMV” for purposes of this Section 10.06(c) will become effective immediately after by reference to the Close actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of Business the Common Stock over the ten (10) consecutive Trading Day period ending on the record date Trading Day immediately preceding the Ex Date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of Securities shall a Security to receive, in respect of for each $1,000 principal amount thereofof Securities it holds, at the same time and upon the same terms as the holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution. Any increase made under the portion of this Section 10.06(c) above shall become effective immediately after the Close of Business on the record date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interestinterests, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, where such Capital Stock or similar equity interest is listed or admitted for trading quoted (or will be listed or quoted upon consummation of the transaction) on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × FMV FMV0 + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end Close of Business on the last Trading Day of the valuation period (as defined below)Valuation Period; CR CR' = the Conversion Rate in effect immediately after the end Close of Business on the last Trading Day of the valuation periodValuation Period; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten (10) consecutive Trading Day period commencing onDays immediately following, and including, the exEx Date for a Spin-dividend date for the spin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The increase to the Conversion Rate under the preceding paragraph shall be given effect immediately after the Close of Business on the last Trading Day of the Valuation Period; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the Valuation Period, the reference within the portion of this Section 10.06(c) related to Spin-Offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex Date for such Spin-Off and the relevant Conversion Date, except that if such Conversion Date occurs on or after the Ex Date for the Spin-Off and on or prior to the record date for the Spin-Off and the converting Holder would be treated as the record holder of shares of the Common Stock as of the related Conversion Date as described under Section 10.02(b) based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment for such Ex Date will not be made for such converting Holder and such Holder shall be treated as if such Holder were the record owner of the shares of the Common Stock on an un-adjusted basis and participate in the Spin-Off. Subject in all respects to Section 10.14, rights, options or warrants distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.06(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 10.06(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued. For purposes of Section 10.06(a), Section 10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 10.06(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(c) with respect to such Clause C Distribution shall then be made and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 10.06(a) and Section 10.06(b) with respect thereto shall then be made, except that, if determined by the Board of Directors, the record date of the Clause A Distribution and the Clause B Distribution shall be deemed to be the record date of the Clause C Distribution and any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Close of Business on the last day of the valuation period but will be given effect record date for such dividend or distribution, or immediately after the Open of Business on the ex-dividend effective date of such share split or share combination, as the case may be” within the meaning of Section 10.06(a) or “outstanding immediately prior to the Close of Business on the record date for such distribution” within the spin-offmeaning of Section 10.06(b). In respect Except in the case of any conversion during a readjustment of the valuation period for any spin-off, references within Conversion Rate pursuant to the last sentence of either the fourth or seventh paragraph of this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including), the ex-dividend date for such spin-off to, but excluding, the relevant Conversion DateRate shall not be decreased pursuant to this Section 10.06(c). (d) If an ex-dividend date occurs for a any cash dividend or distribution is made to all, all or substantially all, all holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will shall be increased based on the following formula: CR CR' = CR0 × SP0 SP0 - – C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution; CR CR' = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% t

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the shares of its Common Stock, or if the Company subdivides effects a share split or combines the Common Stockshare combination, the Conversion Rate will shall be adjusted based on the following formula: CR = CR’= CR0 × OS OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Close of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be; and OS OS’ = the number of shares of the Company’s Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision share split or combination of Common Stockshare combination, as the case may be. Any adjustment made under this Section 10.06(a) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date of for such subdivision share split or combination of Common Stockshare combination, as the case may be. If such dividend, distribution, subdivision any dividend or combination distribution of the type described in this Section 10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s board Board of directors or a duly authorized committee thereof Directors determines not to pay such dividend or distribution or to effect such subdivision or combinationdistribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announceddeclared. (b) If an ex-dividend date occurs for a distribution the Company distributes to all or substantially all holders of the Company’s Common Stock of any rights, options or warrants entitling them them, for a period of expiring not more than 60 calendar sixty (60) days from immediately following the announcement record date for of such distribution distribution, to purchase or subscribe for or purchase shares of the Company’s Common Stock, at a price per share less than the average of the Closing Sale Prices of the Company’s Common Stock for over the 10 ten (10) consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution, the Conversion Rate will shall be increased based on the following formula: CR = CR’= CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive Trading-Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement date for such distribution. Any increase made under this Section 10.06(b) will shall be made successively whenever any such rights, options or warrants are issued distributed and will shall become effective immediately after the Close of Business on the record date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the issuance distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if the such record date for such distribution had not occurred. For purposes of this Section 10.06(b), in In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the such average of the Closing Sale Prices of for the Company’s Common Stock for each Trading Day in the applicable 10 ten (10) consecutive Trading Day periodperiod ending on the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration consideration, if other than cash cash, to be determined in good faith by the Company’s board Board of directors or Directors. Except in the case of a duly authorized committee thereofreadjustment of the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(b). (c) If an ex-dividend date occurs for a distribution of the Company distributes shares of the Company’s capital stockits Capital Stock, evidences of the Company’s its indebtedness or other assets of its assets, securities or property of the Company or rights, options or warrants to acquire the Company’s capital stock its Capital Stock or other securities, to all or substantially all holders of the Company’s Common Stock (Stock, but excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under pursuant to Section 10.06(a) or Section 10.06(b) above; ), (ii) dividends or distributions paid exclusively in cash; cash as to which an adjustment was effected pursuant to Section 10.06(d), and (iii) spinSpin-offs as defined below Offs to which the provisions set forth in the latter portion of this Section 10.06(c)) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then then, in each such case the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - – FMV where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 ten (10) consecutive trading-day Trading Day period ending on, and including, on the Trading Day immediately preceding the ex-dividend date Ex Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company’s board Board of directors or a duly authorized committee thereofDirectors) of the shares of capital stock, evidences of indebtedness, assets or property or rights, options or warrants distributed Distributed Property distributable with respect to each outstanding share of the Common Stock as of the Open of Business on the ex-dividend date Ex Date for such distribution. Any increase made under If the above portion Board of Directors determines “FMV” for purposes of this Section 10.06(c) will become effective immediately after by reference to the Close actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of Business the Common Stock over the ten (10) consecutive Trading Day period ending on the record date Trading Day immediately preceding the Ex Date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of Securities shall a Security to receive, in respect of for each $1,000 principal amount thereofof Securities it holds, at the same time and upon the same terms as the holders of the Company’s Common Stock, without having to convert its Securities, the amount and kind of such distribution Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution. Any increase made under the portion of this Section 10.06(c) above shall become effective immediately after the Close of Business on the record date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 10.06(c) where there has been an ex-dividend date for a payment of a dividend or other distribution on the Company’s Common Stock of shares of capital stock Capital Stock of any class or series, or similar equity interestinterests, of or relating to a subsidiary Subsidiary or other business unitunit of the Company, that are, or, when issued, will be, where such Capital Stock or similar equity interest is listed or admitted for trading quoted (or will be listed or quoted upon consummation of the transaction) on a U.S. national securities exchange (a “spinSpin-offOff”), the Conversion Rate will shall be increased based on the following formula: CR = CR’= CR0 × FMV FMV0 + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end Close of Business on the last Trading Day of the valuation period (as defined below)Valuation Period; CR CR’ = the Conversion Rate in effect immediately after the end Close of Business on the last Trading Day of the valuation periodValuation Period; FMV FMV0 = the average of the Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of the Company’s Common Stock applicable to one share of the Company’s Common Stock (determined by reference to the definition of “Closing Sale Price” as if references therein to our Common Stock were to such capital stock or similar equity interest) over the first 10 ten (10) consecutive Trading Day period commencing onDays immediately following, and including, the exEx Date for a Spin-dividend date for the spin-off Off (such period, the “valuation periodValuation Period”); and MP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the valuation periodValuation Period. The increase to the Conversion Rate under the preceding paragraph shall be given effect immediately after the Close of Business on the last Trading Day of the Valuation Period; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the Valuation Period, the reference within the portion of this Section 10.06(c) related to Spin-Offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex Date for such Spin-Off and the relevant Conversion Date, except that if such Conversion Date occurs on or after the Ex Date for the Spin-Off and on or prior to the record date for the Spin-Off and the converting Holder would be treated as the record holder of shares of the Common Stock as of the related Conversion Date as described under Section 10.02(b) based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment for such Ex Date will not be made for such converting Holder and such Holder shall be treated as if such Holder were the record owner of the shares of the Common Stock on an un-adjusted basis and participate in the Spin-Off. Subject in all respects to Section 10.14, rights, options or warrants distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under the immediately preceding paragraph of this Section 10.06(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.06(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 10.06(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued. For purposes of Section 10.06(a), Section 10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 10.06(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(c) with respect to such Clause C Distribution shall then be made and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 10.06(a) and Section 10.06(b) with respect thereto shall then be made, except that, if determined by the Board of Directors, the record date of the Clause A Distribution and the Clause B Distribution shall be deemed to be the record date of the Clause C Distribution and any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Close of Business on the last day of the valuation period but will be given effect record date for such dividend or distribution, or immediately after the Open of Business on the ex-dividend effective date of such share split or share combination, as the case may be” within the meaning of Section 10.06(a) or “outstanding immediately prior to the Close of Business on the record date for such distribution” within the spin-offmeaning of Section 10.06(b). In respect Except in the case of any conversion during a readjustment of the valuation period for any spin-off, references within Conversion Rate pursuant to the last sentence of either the fourth or seventh paragraph of this Section 10.06(c) related to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including), the ex-dividend date for such spin-off to, but excluding, the relevant Conversion DateRate shall not be decreased pursuant to this Section 10.06(c). (d) If an ex-dividend date occurs for a any cash dividend or distribution is made to all, all or substantially all, all holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up)Stock, the Conversion Rate will shall be increased based on the following formula: CR = CR0 × SP0 SP0 - – C where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution; CR CR’ = the Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution; SP0 = the average of the Closing Sale Prices of the Company’s Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and C = the amount in cash per share the Company pays or distributes to all or substantially all holders of the Company’s Common Stock. Any increase made under this Section 10.06(d) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this Section 10.06(d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, for each $1,000 principal amount of Securities, at the same time and upon the same terms as holders of shares of the Company’s Common Stock, without having to convert its Securities, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such cash dividend or distribution. (e) If the Company or any of its subsidiaries makes a payment in respect of a tender or exchange offer for the Company’s Common Stock and, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), the Conversion Rate will be increased based on the following formula: CR = CR0 × AC + (OS x SP) OS0 x SP where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the expiration date; CR = the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the expiration date; AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Company’s board of directors or a duly authorized committee thereof) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “expiration time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer); OS = the number of shares of Common Stock outstanding immediately after the expiration time (after giving effect to such tender or exchange offer); and SP = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the expiration date. The adjustment to the Conversion Rate under the preceding paragraph of this Section 10.06(e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the expiration date but will be given effect at the Open of Business on the Trading Day next succeeding the expiration date. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the expiration date, references in this Section 10.06(e) to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. (f) Notwithstanding any of the foregoing, the Conversion Rate will not be adjusted: (i) upon the issuance of Common Stock at a price below the conversion price or otherwise, unless otherwise described in the Conversion Rate adjustment provisions above; (ii) on account of share repurchases that are not tender offers referred to in Section 10.06(e) above, including structured or derivative transactions, or pursuant to a share repurchase program approved by the Company’s board of directors or otherwise; (iii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; (v) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the immediately preceding clause (iv) and outstanding as of the Issue Date; (vi) solely for a change in the par value of the Common Stock; or (vii) for accrued and unpaid interest, if any. If an adjustment to the Conversion Rate otherwise required by the Section 10.06(a)-(e) above would result in a change of less than 1.0% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (x) when all such deferred adjustments would result in an aggregate change of at least 1.0% tCommon