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

Conversion Procedure; Settlement Upon Conversion. (a) This Note will be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation Date, the Company will (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the number of ADSs to which the Holder will be entitled in satisfaction of any conversion pursuant to Sections 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Notice. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (c) In the event the Holder presents this Note Certificate to the Registrar pursuant to Section 3.6(a) for partial conversion, the Registrar will record the outstanding principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made without payment of any service charge by the Holder. (d) If the Holder submits this Note Certificate to the Registrar for conversion, the Company will pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs upon such conversion of this Note (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax. The Company will pay the relevant Depositary’s fees for issuance of the ADSs. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b)). The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation to pay the principal amount of this Note converted. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f), no adjustment will be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to Section 3.3(c), this Note will shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in Company specifying its intention to convert the form attached hereto as Exhibit A Note (or a portion thereof) (the “Conversion Notice”), (2) and the certificate evidencing this Note (the “Note Certificate”) for cancellation to the Registrar for cancellation or notation Company. Within three Business Days after the delivery of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation DateCompany pursuant to Section 3.1 above, the Company will shall (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs to which the Holder will shall be entitled in satisfaction of any conversion pursuant to Sections Section 3.1, (ii) cause entries on the Company’s register of members to be entered with respect if required by applicable Law, deliver to the Ordinary Shares represented by Holder certificate(s) representing the number of ADSs delivered upon each such ADSs in the name of the Depositary for the purpose of such deposit conversion and (iii) subject to Section 3.6(c3.3(c), cancel this Note Certificatethe Note. No Conversion Notice may be delivered and this the Note Certificate may not be surrendered by the a Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Fundamental Change Repurchase Notice to the Registrar Company in respect of this the Note and not validly withdrawn such Relevant Event Put Exercise Fundamental Change Repurchase Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion NoticeARTICLE 6. (b) The Company will shall not issue any Fractional ADS upon conversion of this the Note and will shall instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP Last Reported Sale Price of the ADSs on the relevant Conversion Date. (c) In the event the Holder presents surrenders this Note Certificate to the Registrar pursuant to Section 3.6(a3.3(a) for partial conversion, the Registrar will record Company shall, in addition to cancelling the outstanding Note upon such surrender, promptly execute and deliver to the Holder a new note (consistent in all respects with this Note, other than with respect to principal amount) denominated in U.S. dollars and in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holder. (d) If the Holder submits this the Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs upon such conversion of this the Note (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will shall pay the relevant Depositarydepositary’s fees for issuance of the ADSs. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing Upon any conversion, the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADSHolder shall not receive any separate cash payment for accrued and unpaid interest, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b))if any, except as set forth below. The Company’s settlement of each conversion pursuant to this Article ARTICLE 3 will shall be deemed to satisfy in full its obligation to pay the principal amount of the Note converted and accrued and unpaid interest thereon, if any, to, but not including, the relevant Conversion Date. As a result, such accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if this Note convertedis converted after the close of business on a Regular Record Date, the Holder will receive the full amount of interest payable on the Note on the corresponding Interest Payment Date notwithstanding the pending conversion for so long as it remains a holder of the Note and there remains outstanding principal. Any issuance of ADSs upon conversion of the Note during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Note; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date, (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f)4.2, no adjustment will shall be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article ARTICLE 3.

Conversion Procedure; Settlement Upon Conversion. prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, or (aiii) This Note will the Company delivers a Tax Redemption Notice and a Holder elects to convert its Notes in connection with such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as set forth below. The Forced Conversion by the Company shall automatically be deemed “in connection with” a Forced Conversion. In addition, a conversion of Notes shall be deemed for these purposes to have been converted be “in connection with” a Forced Conversion if a Holder’s Conversion Notice is received by the Conversion Agent from, and including, the date the Company delivers a Forced Conversion Notice to, and including, the second Business Day immediately prior to the related Forced Conversion Date. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice Business Day immediately prior to the Registrar related Fundamental Change Repurchase Date (or, in the form attached hereto as Exhibit case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Business Day immediately following the Effective Date of such Make-Whole Fundamental Change). A (conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption if the “relevant Conversion Notice”)Notice is received by the Conversion Agent from, (2) and including, the certificate evidencing this Note (date the “Note Certificate”) Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the Registrar for cancellation or notation related Tax Redemption Date. The Company shall provide written notification to Holders, the Trustee and the Conversion Agent of the outstanding principal amount Effective Date of this Note after partial conversion, any Make-Whole Fundamental Change and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of issue a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of press release announcing such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within Effective Date no later than five (5) Business Days after the relevant Receipt Confirmation Date, the Company will (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the number of ADSs to which the Holder will be entitled in satisfaction of any conversion pursuant to Sections 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Notice. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Effective Date. (c) In the event the Holder presents this Note Certificate to the Registrar pursuant to Section 3.6(a) for partial conversion, the Registrar will record the outstanding principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made without payment of any service charge by the Holder. (d) If the Holder submits this Note Certificate to the Registrar for conversion, the Company will pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs upon such conversion of this Note (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax. The Company will pay the relevant Depositary’s fees for issuance of the ADSs. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b)). The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation to pay the principal amount of this Note converted. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f), no adjustment will be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Note will be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) Certificate to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation Date, the Company will (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the number of ADSs to which the Holder will be entitled in satisfaction of any conversion pursuant to Sections Section 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c3.5(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.35.4. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Notice. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (c) In the event the Holder presents this Note Certificate to the Registrar pursuant to Section 3.6(a3.5(a) for partial conversion, the Registrar will record the outstanding principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made without payment of any service charge by the Holder. (d) If the Holder submits this Note Certificate to the Registrar for conversion, the Company will pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs upon such conversion of this Note (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax. The Company will pay the relevant Depositary’s fees for issuance of the ADSs. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b3.5(b)). The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation to pay the principal amount of this Note converted. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f3.5(f), no adjustment will be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to Section 3.3(b), this Note will shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A Company (the “Conversion Notice”), (2) and the certificate evidencing this Note (the “Note Certificate”) for cancellation to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversion, and Company. Within three (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation Datedelivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company will shall (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder will shall be entitled in satisfaction of any conversion pursuant to Sections Section 3.1, (ii) cause entries on deliver to the Company’s Holder certificate(s) representing the number of Class A Shares delivered upon each such conversion, (iii) deliver to the Holder a certified copy of the register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for Company, reflecting the purpose Holder’s ownership of the Class A Shares delivered upon each such deposit conversion and (iiiiv) subject to Section 3.6(c3.3(b), cancel this Note Certificatethe Note. No Conversion Notice may be delivered and this the Note Certificate may not be surrendered by the a Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Fundamental Change Repurchase Notice to the Registrar Company in respect of this the Note and not validly withdrawn such Relevant Event Put Exercise Fundamental Change Repurchase Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion NoticeArticle 5. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (c) In the event the Holder presents surrenders this Note Certificate to the Registrar pursuant to Section 3.6(a3.3(a) for partial conversion, the Registrar will record Company shall, in addition to cancelling the outstanding Note upon such surrender, execute and deliver to the Holder a new note denominated in U.S. dollars and in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holder. (dc) If the Holder submits this the Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs Class A Shares upon such conversion of this Note (or the issuance of the underlying Ordinary Shares)Note, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) Class A Shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will shall pay the relevant Depositary’s fees for issuance of the Class A Shares and shall pay the relevant depositary’s fees for any future conversion of the issued Class A Shares into the ADSs. (d) Except as provided in Section 4.2, no adjustment shall be made for dividends on any Class A Shares delivered upon any conversion of this Note as provided in this Article 3. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing Upon any conversion, the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADSHolder shall not receive any separate cash payment for accrued and unpaid interest, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b))if any, except as set forth below. The Company’s settlement of each conversion pursuant to this Article 3 will shall be deemed to satisfy in full its obligation to pay the principal amount of the Note converted and accrued and unpaid interest thereon, if any, to, but not including, the relevant Conversion Date. As a result, such accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if this Note convertedis converted after the close of business on a Regular Record Date, the Holder will receive the full amount of interest payable on the Note on the corresponding Interest Payment Date notwithstanding the pending conversion for so long as it remains a holder of the Note and there remains outstanding principal. Any issuance of Class A Shares upon conversion of the Note during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Note; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date, (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (f) If The Holder in whose name the record date certificate for the payment of any dividend or other distribution in respect of the Original Class A Shares delivered upon conversion is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such registered shall be treated as a shareholder holder of record of Original such Class A Shares and will make the payment at the same time as it makes payment of the dividend or other distributionclose of business on the relevant Conversion Date. Upon a conversion of the entire outstanding amount of the Note, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafterthe Holder shall no longer be a holder of the Note surrendered for conversion. (g) Except as provided in Section 3.6(f), no adjustment will be made for dividends on The Company shall not issue any ADSs delivered fractional Class A Share upon any conversion of this the Note as provided and shall instead pay cash in this Article 3lieu of any fractional Class A Share deliverable upon conversion based on the Last Reported Sale Price of the Class A Shares on the relevant Conversion Date.

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to this ‎Section 10.02, Section 10.04(b) and Section 10.08(a), upon conversion of any Note, the Company shall settle its Conversion Obligation by Cash Settlement, Physical Settlement or Combination Settlement, at the Company’s option, in accordance with this ‎Section 10.02. (i) The Company will initially be deemed to have elected Capped Combination Settlement as the Conversion Settlement Method. On and after the Capped Combination Settlement Release Date, if at all, the Company may from time to time elect a different Conversion Settlement Method by written notice of such election (the “Settlement Notice”) to Holders, the Trustee and the Conversion Agent. If the Company elects Combination Settlement as the Conversion Settlement Method, the Company shall also specify in such Settlement Notice the dollar amount per $1,000 principal amount of Notes up to which the Company will settle its Conversion Obligation in cash, excluding cash in lieu of fractional shares (the “Cash Amount”). Each such election (or deemed election) shall be effective until the Company provides a Settlement Notice to Holders, the Trustee and the Conversion Agent electing a different Conversion Settlement Method or Cash Amount, as applicable; provided, that no such Settlement Notice shall apply to any conversion of Notes unless the Company has delivered such Settlement Notice to Holders, the Trustee and the Conversion Agent on or prior to the Close of Business on the Business Day immediately following the relevant Conversion Date; provided, further, that the Company shall provide notice of the Conversion Settlement Method and, if applicable, Cash Amount (which, for the avoidance of doubt, must be Capped Combination Settlement at all times before the Capped Combination Settlement Release Date), and no Settlement Notice shall apply unless given, (x) for conversions with a Conversion Date on or after the date of issuance of a Redemption Notice and on or prior to the second Business Day preceding the relevant Redemption Date, in the relevant Redemption Notice, (y) for all conversions in connection with a given Make-Whole Adjustment Event, no later than the Effective Date of the Make-Whole Adjustment Event and (z) for conversions with a Conversion Date occurring on or after the 22nd Scheduled Trading Day immediately preceding the Maturity Date, on or prior to the Close of Business on the second Business Day immediately preceding such 22nd Scheduled Trading Day. (ii) The Company shall use the same Conversion Settlement Method and, if applicable, Cash Amount for all conversions (A) having the same Conversion Date, (B) having a Conversion Date on or after the date of issuance of a Redemption Notice and on or prior to the second Business Day preceding the relevant Redemption Date, (C) in connection with a given Make-Whole Adjustment Event or (D) having a Conversion Date that is on or after the 22nd Scheduled Trading Day immediately preceding the Maturity Date. If the Company elects Combination Settlement in accordance with these provisions but omits to elect a Cash Amount, then the Cash Amount will be deemed to be (x) the Capped Combination Settlement Cash Amount for all conversions with a Conversion Date that is before the Capped Combination Settlement Release Date; and (y) $1,000 in all other cases. The Company will notify the Holders of the Notes, the Trustee and the Conversion Agent of the date the Company has obtained the NYSE MKT Stockholder Approval, if at all, and the occurrence of the Capped Combination Settlement Release Date no later than the date the NYSE MKT Stockholder Approval is obtained and the Capped Combination Settlement Release Date, respectively. (iii) Except as set forth in Section 10.02(a)(i), Section 10.04(b) and‎ Section 10.08(a), the Company shall settle its Conversion Obligation in accordance with one of the following “Conversion Settlement Methods,” at the Company’s election: (A) If “Cash Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall pay to the converting Holder, on or before the third Business Day following the last VWAP Trading Day of the applicable Observation Period, an amount of cash equal to the sum of the Daily Conversion Values for each VWAP Trading Day during such Observation Period. (B) If “Physical Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall deliver to the converting Holder, on or before the third Business Day following the Conversion Date, (1) a number of shares of Common Stock equal to the Conversion Rate on the Conversion Date and (2) cash in lieu of fractional shares, if any. (C) If “Combination Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall pay and deliver to the converting Holder, on or before the third Business Day following the last VWAP Trading Day of the applicable Observation Period, (1) the sum of the Daily Settlement Amounts for each VWAP Trading Day of such Observation Period and (2) cash in lieu of fractional shares, if any. (iv) Promptly following the last day of each Observation Period (if applicable), the Company shall notify the Trustee and the Conversion Agent of the Daily Settlement Amounts (if applicable) or the Daily Conversion Values (if applicable), and the amount of cash payable in lieu of delivering fractional shares of Common Stock (if applicable). The Trustee and the Conversion Agent shall have no responsibility for any such determination. (b) Subject to ‎Section 10.02(e), before any Holder of a Note will shall be entitled to convert a Note as set forth above, such Holder shall (A) in the case of a Global Note, comply with the Applicable Procedures in effect at that time and (B) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation or the Make-Whole Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent and (3) if required, furnish appropriate endorsements and transfer documents. The Trustee and the Conversion Agent shall notify the Company of any conversion pursuant to this ‎Article 10 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 3.02. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation and the Make-Whole Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) Subject to Section 10.02(i), a Note shall be deemed to have been converted immediately prior to the close Close of business Business on the date (the “Conversion Date”) that the Holder has delivered (1complied with the requirements set forth in subsection ‎(b) a duly completed and executed irrevocable written notice above. If any shares of Common Stock are due to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) to the Registrar for cancellation or notation converting Holders upon settlement of the outstanding principal amount of this Note after partial conversion, and (3) Conversion Obligation or the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation DateMake-Whole Obligation, the Company will shall issue or cause to be issued, and deliver (iif applicable) take all actions and execute all documents and procure that to such Holder, or such Holder’s nominee or nominees, the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs shares of Common Stock to which the such Holder will shall be entitled entitled, in satisfaction of any conversion pursuant to Sections 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs certificate form or in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Noticebook-entry format. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (cd) In the event the Holder presents this case any Definitive Note Certificate to the Registrar pursuant to Section 3.6(a) shall be surrendered for partial conversion, the Registrar will record Company shall execute and the outstanding Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holderconverting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (de) If the a Holder submits this a Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery issue of any shares of Common Stock upon settlement of the ADSs upon such conversion of this Note (Conversion Obligation or the issuance of the underlying Ordinary Shares)Make-Whole Obligation, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will pay Transfer Agent may refuse to deliver the relevant Depositarycertificates representing the shares of Common Stock being issued in a name other than the Holder’s fees for issuance of name until the ADSs. (e) The number of ADSs to be issued on conversion of Trustee receives a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b)). The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation sum sufficient to pay any tax that is due by such Holder in accordance with the principal amount of this Note convertedimmediately preceding sentence. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f)‎Section 10.05, no adjustment will shall be made for dividends on any ADSs delivered shares of Common Stock issued upon any the conversion of this any Note as provided in this Article 310. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the custodian holding such Global Note for the Depositary at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) On the Conversion Settlement Date with respect to any conversion of Notes, the Company shall pay in cash to the Holders of such converted Notes all accrued and unpaid interest on such Notes to, but not including, such Conversion Settlement Date; provided that, if the Conversion Date for any Note occurs after the Regular Record Date with respect to an Interest Payment Date and prior to such Interest Payment Date, the Company shall, in lieu of making such payment, pay, on or before such Interest Payment Date, the interest payable on such Note on such Interest Payment Date to the Holder of such Note as of the Close of Business on such Regular Record Date. (i) The Person in whose name any shares of Common Stock shall be issuable upon settlement of the Conversion Obligation shall be treated as a stockholder of record as of the Close of Business on the relevant Conversion Date (if the Company elects to satisfy the Conversion Obligation by Physical Settlement) or the last VWAP Trading Day of the relevant Observation Period (if the Company elects to satisfy the Conversion Obligation by Combination Settlement). Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon settlement of the Conversion Obligation and shall instead pay cash in lieu of delivering any fractional share of Common Stock based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last VWAP Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon settlement of the Conversion Obligation shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) This Upon conversion of any Note, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the close of business on the relevant Conversion Date, together with a cash payment, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02, on the third Business Day immediately following the relevant Conversion Date. (b) Subject to Section 14.02(e), before any Holder of a Note will shall be entitled to convert a Note as set forth above, such Holder shall Article 16 in the case of a Global Note, effect a book-entry transfer of such Note to the Conversion Agent through the facilities of the Depositary and comply with the Depositary’s then-applicable conversion procedures and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and Article 17 in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such ▇▇▇▇▇▇ has also delivered a Fundamental Change Purchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered complied with the requirements set forth in subsection (1b) a duly completed above. The Company shall issue or cause to be issued, and executed irrevocable written notice deliver to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”)Agent or to such Holder, (2) the certificate evidencing this Note (the “Note Certificate”) to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversionsuch Holder’s nominee or nominees, and (3) the ADS conversion documents pursuant to the procedures of certificates or a book-entry transfer through the Depositary in effect at that time to for the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation Date, the Company will (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs shares of Common Stock to which the such Holder will shall be entitled in satisfaction of any conversion pursuant to Sections 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion NoticeObligation. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (cd) In the event the Holder presents this case any Note Certificate to the Registrar pursuant to Section 3.6(a) shall be surrendered for partial conversion, the Registrar will record Company shall execute and the outstanding Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holderconverting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (de) If the a Holder submits this a Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery issue of the ADSs shares of Common Stock upon such conversion of this Note and any expense (or the issuance of the underlying Ordinary Shares)including reasonable attorneys’ fees) due in connection therewith, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the relevant Depositary’s fees for issuance of the ADSsimmediately preceding sentence. (ef) The number Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of ADSs to be Common Stock issued on upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note will be determined by dividing as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of Note to be converted by any conversion of Notes effected through any Conversion Agent other than the Conversion Price Trustee. (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant h) Subject to Section 3.6(b))14.06, upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid interest, if any, unless such Holder is the Holder on a Regular Record Date and such conversion occurs between such Regular Record Date and the Interest Payment Date to which it relates as set forth below. The Except as set forth below, the Company’s settlement of each conversion pursuant to this Article 3 will the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of this the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion by a Holder after the close of business on any Regular Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (2) with respect to any Notes surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date; (3) only to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (4) in connection with any conversion of Notes, other than any conversion in connection with a Make-Whole Adjustment Event, that occurs prior to September 15, 2016. As a result of the foregoing, the Company shall pay interest on the Maturity Date on all Notes converted after the Regular Record Date immediately preceding the Maturity Date, and converting Holders will not be required to pay the Company an equivalent interest amount. (fi) If The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record date for the payment of any dividend or other distribution in respect as of the Original Shares is close of business on or after the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion, except for purposes of enforcing its right to receive (x) the consideration due upon conversion and (y) in the case of a conversion following a Regular Record Date in respect and prior to the related Interest Payment Date, interest payable on such Notes. (j) The Company shall not issue any fractional share of this Note, but before the issuance Common Stock upon conversion of the ADS Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Closing Sale Price of the Common Stock on the relevant Conversion Date. (k) Notwithstanding anything to the Holdercontrary herein, no Holder shall be entitled to receive shares of Common Stock upon conversion to the Company will calculate extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and directly pay the rules and regulations promulgated thereunder) of more than 5.0% of the shares of Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder an amount becoming the beneficial owner of more than the Limitation. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in U.S. dollars (whole or in part, as a result of the “Equivalent Amount”) equal Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Fair Market Value Company that such delivery would not result in it being the beneficial owner of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment more than 5.0% of the dividend or other distribution, or as soon as practicable thereafter, but, in shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the effective date of any event, not later than seven (7) Business Days thereafterFundamental Change. (g) Except as provided in Section 3.6(f), no adjustment will be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to Section 3.3(c), this Note will shall be deemed to have been converted immediately prior to the close of business on the date Business Day (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) and the certificate evidencing this Note (the “Note Certificate”) for cancellation to the Registrar for cancellation or notation conversion agent (as specified in the Indenture). Within three Business Days after the delivery of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation DateConversion Agent pursuant to Section 3.1 above, the Company will shall (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Ordinary Shares to which the Holder will shall be entitled in satisfaction of any conversion pursuant to Sections Section 3.1, (ii) cause entries on the Company’s register of members to be entered with respect if required by applicable Law, deliver to the Holder certificate(s) representing the number of Ordinary Shares represented by delivered upon each such ADSs in the name of the Depositary for the purpose of such deposit conversion and (iii) subject to Section 3.6(c3.3(c), cancel this Note Certificate(or cause the cancellation of) the Note. No Conversion Notice may be delivered and this the Note Certificate may not be surrendered by the a Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Fundamental Change Repurchase Notice or a Founder Departure Repurchase Notice to the Registrar Conversion Agent in respect of this the Note and not validly withdrawn such Relevant Event Put Exercise Fundamental Change Repurchase Notice or Founder Departure Repurchase Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion NoticeARTICLE 5. (b) The Company will shall not issue any Fractional ADS fractional Ordinary Share upon conversion of this the Note and will shall instead pay cash in lieu of any Fractional ADS fractional Ordinary Share deliverable upon conversion based on the VWAP Last Reported Sale Price of the ADSs Ordinary Shares on the relevant Conversion Date. (c) In the event the Holder presents surrenders this Note Certificate to the Registrar pursuant to Section 3.6(a3.3(a) for partial conversion, the Registrar will record Company shall, in addition to cancelling (or causing the outstanding cancellation of) the Note upon such surrender, execute and deliver, or procure to be delivered, to the Holder a new Note in authorized denominations and in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holderconverting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (d) If the Holder submits this the Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery issuance of the ADSs Ordinary Shares upon such conversion of this Note (or the issuance of the underlying Ordinary Shares)Note, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) Shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will Conversion Agent may refuse to deliver the certificates representing the Ordinary Shares being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the relevant Depositary’s fees for issuance of the ADSsimmediately preceding sentence. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADSHolder shall not receive any separate cash payment for accrued and unpaid interest, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b))if any, except as set forth below. The Company’s settlement of each conversion pursuant to this Article ARTICLE 3 will shall be deemed to satisfy in full its obligation to pay the principal amount of the Note converted and accrued and unpaid interest thereon, if any, to, but not including, the relevant Conversion Date. As a result, such accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if this Note convertedis converted after the close of business on a Regular Record Date, the Holder of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on the Note on the corresponding Interest Payment Date notwithstanding the pending conversion for so long as it remains a Holder of the Note and there remains outstanding principal. Any issuance of Ordinary Shares upon conversion of the Note during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Note; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date, (2) if the Company has specified a Fundamental Change Repurchase Date or a Founder Departure Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f)4.2, no adjustment will shall be made for dividends on any ADSs delivered Ordinary Shares issued upon any conversion of this Note as provided in this Article ARTICLE 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Note will be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) second Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation Date, the Company will (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the number of ADSs to which the Holder will be entitled in satisfaction of any conversion pursuant to Sections 3.13.1 or 3.2, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Notice. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (c) In the event the Holder presents this Note Certificate to the Registrar pursuant to Section 3.6(a) for partial conversion, the Registrar will record the outstanding principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made without payment of any service charge by the Holder. (d) If the Holder submits this Note Certificate to the Registrar for conversion, the Company will pay any documentary, stamp or similar issue or transfer tax due on the delivery of the ADSs upon such conversion of this Note (or the issuance of the underlying Ordinary Shares), unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax. The Company will pay the relevant Depositary’s fees for issuance of the ADSs. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b))Price. The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation to pay the principal amount of this Note converted. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f), no adjustment will be made for dividends on any ADSs delivered upon any conversion of this Note as provided in this Article 3.

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to this ‎‎Section 10.02, Section 10.04(b) and Section 10.08(a), upon conversion of any Note, the Company shall settle its Conversion Obligation by Cash Settlement, Physical Settlement or Combination Settlement, at the Company’s option, in accordance with this ‎‎Section 10.02. (i) The Company will initially be deemed to have elected Capped Combination Settlement as the Conversion Settlement Method. On and after the Capped Combination Settlement Release Date, if at all, the Company may from time to time elect a different Conversion Settlement Method by written notice of such election (the “Settlement Notice”) to Holders, the Trustee and the Conversion Agent. If the Company elects Combination Settlement as the Conversion Settlement Method, the Company shall also specify in such Settlement Notice the dollar amount per $1,000 principal amount of Notes up to which the Company will settle its Conversion Obligation in cash, excluding cash in lieu of fractional shares (the “Cash Amount”). Each such election (or deemed election) shall be effective until the Company provides a Settlement Notice to Holders, the Trustee and the Conversion Agent electing a different Conversion Settlement Method or Cash Amount, as applicable; provided, that no such Settlement Notice shall apply to any conversion of Notes unless the Company has delivered such Settlement Notice to Holders, the Trustee and the Conversion Agent on or prior to the Close of Business on the Business Day immediately following the relevant Conversion Date; provided, further, that the Company shall provide notice of the Conversion Settlement Method and, if applicable, Cash Amount (which, for the avoidance of doubt, must be Capped Combination Settlement at all times before the Capped Combination Settlement Release Date), and no Settlement Notice shall apply unless given, (x) for conversions with a Conversion Date on or after the date of issuance of a Redemption Notice and on or prior to the second Business Day preceding the relevant Redemption Date, in the relevant Redemption Notice, (y) for all conversions in connection with a given Make-Whole Adjustment Event, no later than the Effective Date of the Make-Whole Adjustment Event and (z) for conversions with a Conversion Date occurring on or after the 22nd Scheduled Trading Day immediately preceding the Maturity Date, on or prior to the Close of Business on the second Business Day immediately preceding such 22nd Scheduled Trading Day. (ii) The Company shall use the same Conversion Settlement Method and, if applicable, Cash Amount for all conversions (A) having the same Conversion Date, (B) having a Conversion Date on or after the date of issuance of ‌ ​ ​ a Redemption Notice and on or prior to the second Business Day preceding the relevant Redemption Date, (C) in connection with a given Make-Whole Adjustment Event or (D) having a Conversion Date that is on or after the 22nd Scheduled Trading Day immediately preceding the Maturity Date. If the Company elects Combination Settlement in accordance with these provisions but omits to elect a Cash Amount, then the Cash Amount will be deemed to be (x) the Capped Combination Settlement Cash Amount for all conversions with a Conversion Date that is before the Capped Combination Settlement Release Date; and (y) $1,000 in all other cases. The Company will notify the Holders of the Notes, the Trustee and the Conversion Agent of the date the Company has obtained the NYSE American Stockholder Approval, if at all, and the occurrence of the Capped Combination Settlement Release Date no later than the date the NYSE American Stockholder Approval is obtained and the Capped Combination Settlement Release Date, respectively. (iii) Except as set forth in ‎Section 10.02(a)(i), ‎Section 10.04(b) and‎ ‎Section 10.08(a), the Company shall settle its Conversion Obligation in accordance with one of the following “Conversion Settlement Methods,” at the Company’s election: (A) If “Cash Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall pay to the converting Holder, on or before the second Business Day following the last VWAP Trading Day of the applicable Observation Period, an amount of cash equal to the sum of the Daily Conversion Values for each VWAP Trading Day during such Observation Period. (B) If “Physical Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall deliver to the converting Holder, on or before the second Business Day following the Conversion Date, (1) a number of shares of Common Stock equal to the Conversion Rate on the Conversion Date and (2) cash in lieu of fractional shares, if any. (C) If “Combination Settlement” applies with respect to any conversion, then, for each $1,000 principal amount of Notes converted, the Company shall pay and deliver to the converting Holder, on or before the second Business Day following the last VWAP Trading Day of the applicable Observation Period, (1) the sum of the Daily Settlement Amounts for each VWAP Trading Day of such Observation Period and (2) cash in lieu of fractional shares, if any. (iv) Promptly following the last day of each Observation Period (if applicable), the Company shall notify the Trustee and the Conversion Agent of the Daily Settlement Amounts (if applicable) or the Daily Conversion Values (if applicable), and the amount of cash payable in lieu of delivering fractional shares ‌ ​ of Common Stock (if applicable). The Trustee and the Conversion Agent shall have no responsibility for any such determination. (b) Subject to ‎Section 10.02(e), before any Holder of a Note will shall be entitled to convert a Note as set forth above, such Holder shall (A) in the case of a Global Note, comply with the Applicable Procedures in effect at that time and (B) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation or the Make-Whole Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent and (3) if required, furnish appropriate endorsements and transfer documents. The Trustee and the Conversion Agent shall notify the Company of any conversion pursuant to this ‎‎Article 10 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 3.02. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation and the Make-Whole Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) Subject to ‎Section 10.02(i), a Note shall be deemed to have been converted immediately prior to the close Close of business Business on the date (the “Conversion Date”) that the Holder has delivered (1complied with the requirements set forth in subsection ‎(b) a duly completed and executed irrevocable written notice above. If any shares of Common Stock are due to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) the certificate evidencing this Note (the “Note Certificate”) to the Registrar for cancellation or notation converting Holders upon settlement of the outstanding principal amount of this Note after partial conversion, and (3) Conversion Obligation or the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the Depositary. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”). Within five (5) Business Days after the relevant Receipt Confirmation DateMake-Whole Obligation, the Company will shall issue or cause to be issued, and deliver (iif applicable) take all actions and execute all documents and procure that to such Holder, or such Holder’s nominee or nominees, the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs shares of Common Stock to which the such Holder will shall be entitled entitled, in satisfaction of any conversion pursuant to Sections 3.1, (ii) cause entries on the Company’s register of members to be entered with respect to the Ordinary Shares represented by such ADSs certificate form or in the name of the Depositary for the purpose of such deposit and (iii) subject to Section 3.6(c), cancel this Note Certificate. No Conversion Notice may be delivered and this Note Certificate may not be surrendered by the Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Notice to the Registrar in respect of this Note and not validly withdrawn such Relevant Event Put Exercise Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion Noticebook-entry format. (b) The Company will not issue any Fractional ADS upon conversion of this Note and will instead pay cash in lieu of any Fractional ADS deliverable upon conversion based on the VWAP of the ADSs on the relevant Conversion Date. (cd) In the event the Holder presents this case any Definitive Note Certificate to the Registrar pursuant to Section 3.6(a) shall be surrendered for partial conversion, the Registrar will record Company shall execute and the outstanding Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holderconverting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes ‌ ​ issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (de) If the a Holder submits this a Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery issue of any shares of Common Stock upon settlement of the ADSs upon such conversion of this Note (Conversion Obligation or the issuance of the underlying Ordinary Shares)Make-Whole Obligation, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will pay Transfer Agent may refuse to deliver the relevant Depositarycertificates representing the shares of Common Stock being issued in a name other than the Holder’s fees for issuance of name until the ADSs. (e) The number of ADSs to be issued on conversion of Trustee receives a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADS, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b)). The Company’s settlement of each conversion pursuant to this Article 3 will be deemed to satisfy in full its obligation sum sufficient to pay any tax that is due by such Holder in accordance with the principal amount of this Note convertedimmediately preceding sentence. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f)‎‎Section 10.05, no adjustment will shall be made for dividends on any ADSs delivered shares of Common Stock issued upon any the conversion of this any Note as provided in this Article 3‎Article 10. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the custodian holding such Global Note for the Depositary at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) On the Conversion Settlement Date with respect to any conversion of Notes, the Company shall pay in cash to the Holders of such converted Notes all accrued and unpaid interest on such Notes to, but not including, such Conversion Settlement Date; provided that, if the Conversion Date for any Note occurs after the Regular Record Date with respect to an Interest Payment Date and prior to such Interest Payment Date, the Company shall, in lieu of making such payment, pay, on or before such Interest Payment Date, the interest payable on such Note on such Interest Payment Date to the Holder of such Note as of the Close of Business on such Regular Record Date. (i) The Person in whose name any shares of Common Stock shall be issuable upon settlement of the Conversion Obligation shall be treated as a stockholder of record as of the Close of Business on the relevant Conversion Date (if the Company elects to satisfy the Conversion Obligation by Physical Settlement) or the last VWAP Trading Day of the relevant Observation Period (if the Company elects to satisfy the Conversion Obligation by Combination Settlement). Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon settlement of the Conversion Obligation and shall instead pay cash in lieu of delivering any fractional share of Common Stock based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the ‌ ​

Conversion Procedure; Settlement Upon Conversion. (a) This Subject to Section 14.02(c), each Note will shall be deemed to have been converted immediately prior to the close of business on the date Business Day (the “Conversion Date”) that the converting Holder has delivered (1) a duly completed and executed irrevocable written notice to the Registrar in the form attached hereto as Exhibit A (the “Conversion Notice”), (2) substantively in the certificate evidencing this form of Exhibit D attached hereto, and the relevant Note (the “Note Certificate”) for cancellation to the Registrar for cancellation or notation of the outstanding principal amount of this Note after partial conversion, and (3) the ADS conversion documents pursuant to the procedures of the Depositary in effect at that time to the Registrar and the DepositaryConversion Agent. On or before the third (3rd) Business Day following the date of receipt of The Conversion Agent shall then promptly provide a Conversion Notice, the Registrar will transmit by facsimile or other electronic means a confirmation of receipt copy of such Conversion Notice to the Holder (the “Receipt Confirmation” and such date of transmission, the “Receipt Confirmation Date”)Company. Within five (5) three Business Days after the relevant Receipt Confirmation Datedelivery of the Note and the Conversion Notice to the Conversion Agent, the Company will shall (i) take all actions and execute all documents and procure that the Depositary take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Ordinary Shares to which the Holder will shall be entitled in satisfaction of any conversion pursuant to Sections 3.1this Article 14, (ii) cause entries on the Company’s register of members to be entered with respect if required by applicable Law, deliver to the Holder certificate(s) representing the number of Ordinary Shares represented by delivered upon each such ADSs in the name of the Depositary for the purpose of such deposit conversion and (iii) subject to Section 3.6(c14.02(c), cancel this Note Certificate(or cause the cancellation of) the Note. No Conversion Notice may be delivered and this the Note Certificate may not be surrendered by the a Holder for conversion thereof if the Holder has also delivered a Relevant Event Put Exercise Fundamental Change Repurchase Notice or a Founder Departure Repurchase Notice to the Registrar Conversion Agent in respect of this the Note and not validly withdrawn such Relevant Event Put Exercise Fundamental Change Repurchase Notice or Founder Departure Repurchase Notice in accordance with Section 5.3. A single certificate will be issued in respect of all ADSs issued on conversion of this Note subject of the same Conversion NoticeArticle 15. (b) The Company will shall not issue any Fractional ADS fractional Ordinary Share upon conversion of this a Note and will shall instead pay cash cash, within three Business Day immediately following the relevant Conversion Date, in lieu of any Fractional ADS fractional Ordinary Share deliverable upon conversion based on the VWAP Last Reported Sale Price of the ADSs Ordinary Shares on the relevant Conversion Date. (c) In the event the any Holder presents this Note Certificate to the Registrar surrenders any Notes pursuant to Section 3.6(a14.02(a) for partial conversion, the Registrar will record Company shall, in addition to cancelling (or causing the outstanding cancellation of) the relevant Note(s) upon such surrender, execute and deliver, or procure to be delivered, to the Holder a new Note in authorized denominations and in an aggregate principal amount equal to the unconverted portion of the presented Note Certificate on the Register and the “Schedule of Outstanding Principal Amount of this Note in respect of which this Note Certificate is issued” attached to this Note Certificate and update the Register to reflect such outstanding principal amount. Such recoding will be made surrendered Note, without payment of any service charge by the Holderconverting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (d) If the any Holder submits this any Note Certificate to the Registrar for conversion, the Company will shall pay any documentary, stamp or similar issue or transfer tax due on the delivery issuance of the ADSs Ordinary Shares upon such conversion of this Note (or the issuance of the underlying Ordinary Shares)Note, unless the tax is due because the Holder requests such ADSs (or such Ordinary Shares) Shares to be issued in a name other than the Holder’s name, in which case the Holder will shall pay that tax. The Company will Conversion Agent may refuse to deliver the certificates representing the Ordinary Shares being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the relevant Depositary’s fees for issuance of the ADSsimmediately preceding sentence. (e) The number of ADSs to be issued on conversion of a Note will be determined by dividing the principal amount of Note to be converted by the Conversion Price (in the event of Fractional ADSconverting Holder shall not receive any separate cash payment for accrued and unpaid interest, cash in lieu of such Fractional ADS shall be paid pursuant to Section 3.6(b))if any, except as set forth below. The Company’s settlement of each conversion pursuant to this Article 3 will 14 shall be deemed to satisfy in full its obligation to pay the principal amount of this a Note convertedconverted and accrued and unpaid interest thereon, if any, to, but not including, the relevant Conversion Date. As a result, such accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if the Notes are converted after the close of business on a Regular Record Date, the Holders of such notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on the Notes on the corresponding Interest Payment Date notwithstanding the pending conversion for so long as it remains a Holder of the Notes and there remains outstanding principal. Any issuance of Ordinary Shares upon conversion of a Note during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Note; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date, (2) if the Company has specified a Fundamental Change Repurchase Date or a Founder Departure Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (f) If the record date for the payment of any dividend or other distribution in respect of the Original Shares is on or after the Conversion Date in respect of this Note, but before the issuance of the ADS to the Holder, the Company will calculate and directly pay to the converting Holder an amount in U.S. dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which the Holder would have been entitled had the Depositary on that record date been such a shareholder of record of Original Shares and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) Business Days thereafter. (g) Except as provided in Section 3.6(f)14.04, no adjustment will shall be made for dividends on any ADSs delivered Ordinary Shares issued upon any conversion of this Note the Notes as provided in this Article 314.