Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Note, a Holder must (i) if complete and manually sign the conversion notice on the back of the Note (or complete and manually sign a facsimile of such Security is represented by a Global Security, by book-entry transfer notice) and deliver such notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresCompany, or (ii) if such Security is represented by a Certificated Securitysurrender the Note to the Company, by delivery (iii) have satisfied any necessary filing requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of such Security at the specified office of the Conversion Agent1976, accompanied, in either case, by: (A) a duly signed and completed conversion notice as amended (the “Conversion NoticeHSR Act”), in the form as set forth on the reverse respect of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation its acquisition of the Security; shares of Group’s Common Stock upon such conversion and the waiting period under such HSR Act shall have expired or been terminated without objection to such acquisition, (Civ) appropriate endorsements have received any other necessary regulatory consents to its acquisition of the shares of Group’s Common Stock upon such conversion and (v) pay any transfer documents or similar tax if required by the Conversion Agent; and (Dpursuant to Section 4(d) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityhereof. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities notice of conversion shall be deemed to be converted immediately state that the Holder has satisfied or will have satisfied prior to the Close issuance of shares of the Group’s Common Stock upon conversion of such principal amount, and prior to the payment of the Conversion Interest Payment, any and all legal or regulatory requirements for conversion, including compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the HSR Act. The Company shall use its reasonable best efforts in cooperating in a timely manner with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. As soon as practicable after the Conversion Date and in no event later than five Business on Days following the Conversion Date. The Company , Group shall deliver to the Holder through a Conversion Agent (i) a certificate for the number of whole shares of Group’s Common Stock issuable upon the conversion of the Note or portion thereof as determined in accordance with this Section 4, (and Cash ii) cash in lieu of any fractional shares pursuant to Section 4.014(c) as soon as practicable following hereof and (iii) cash, Common Stock, or a combination thereof, in an amount equal to the Conversion Date. Interest Payment. The individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or other entity organization, including a government or political subdivision or an agency or instrumentality thereof (beach a “Person” or “Persons”) The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on and after the Conversion Date, as the case may be; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company Group shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Group’s Common Stock upon such conversion as the record holder or holders of such shares of Group’s Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Group’s Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; and provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Group had not been closed. Upon conversion of a SecurityNote (in whole and not in part), such person Person shall no longer be a Holder of such SecurityNote. No separate If any Holder surrenders a Note for conversion after the close of business on the Regular Record Date for the payment or adjustment shall be made for accrued of an installment of interest and unpaid interest before the close of business on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14related Interest Payment Date, the Company shall satisfy its obligation with respect pay accrued interest, if any, through the Conversion Date to the conversion Holder of the Securitiessuch Note on such Regular Record Date. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security Note that is converted in part, as soon as practicable after the Conversion Date and in no event later than five Business Days following the Conversion Date, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate execute and deliver to the Holder, a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered to the Company on the next succeeding day that is a Business Day.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by notice to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied(2) surrender the Security to a Conversion Agent, in either case, by: (A3) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; , and (D4) payment of any tax pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security4.04. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to " Upon the Close conversion of Business on a Security, the Conversion Date. The Company shall will pay the cash and deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) Stock, as soon applicable, as promptly as practicable following after the later of the Conversion DateDate and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering Security prior to the holder the shares issuance of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedsuch shares. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any To convert the Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 into Common Stock, the Holder must: (i) if such Security is represented by a Global Securitycomplete, by book-entry transfer sign and deliver to the Company the Notice of Conversion Agent through the facilities of the Depositary in accordance attached hereto, together with the Applicable Procedures, or Holder's representation letter annexed thereto (the "Representation Letter"); and (ii) if surrender such Security is represented by a Certificated Security, by delivery shares of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice Converted Preferred Stock to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements Company free and transfer documents if required by the Conversion Agent; and (D) payment clear of any tax and all claims, liens and/or encumbrances. Except as otherwise provided herein, the date upon which the Company receives the completed Notice of Conversion and Representation Letter (by recognized, overnight courier, hand-delivery or dutyfacsimile, in accordance with Section 4.05followed by hand-delivery or courier delivery within two (2) business days thereafter) is the conversion date, which may provided that the Company shall not be payable in respect required to deliver a certificate for shares of any transfer involving the issue or delivery of the Common Stock in unless and until the name of a Person other than Company receives the Holder original of the Security. The date on which Within seven (7) business days after its receipt of the Holder satisfies all Notice of those requirements is Conversion and Representation Letter, as aforesaid, provided the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to Company has then received the Close original of Business on the Conversion Date. The Security from the Holder, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole full shares of Common Stock issuable upon the conversion (such conversion, and Cash in lieu a check for any fraction of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) a share. The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the certificate representing shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, is to be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment registered shall be made for accrued treated as a shareholder of record on and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to after the conversion of the Securitiesdate. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is to be converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver issue to the Holder, Holder a new Security Security, equal in principal amount of number to the unconverted portion of the Security surrendered. (b) Notwithstanding the provisions of Subsection 3.2(a) above, from and after the date that the Registration Statement (referred to in Article 4 of the Agreement) shall become and thereafter remain effective, the Company, if so requested by the Holder, shall, within three (3) business days after its receipt of the Notice of Conversion and Representation Letter (as required pursuant to Subsection 3.2(a) above), and provided the Company has then received the original of the Security from the Holder, serve written instructions on its transfer agent to "DWAC" the shares of Common Stock to be issued upon any such conversion of the Security, it being understood that no further documentation shall be required of a Holder in connection therewith.

Conversion Procedure. (a) The right of conversion attaching to any Security may Each Note shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. b) In order to exercise the conversion right with respect to any interest in Global Notes, accompanied, in either case, by: (A) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepositary’s book-entry conversion program, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (Dpay the funds, if any, required by Section 7.03(c) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of and any transfer involving taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the issue Company, the Trustee or delivery the Registrar for any registration of transfer or exchange of notes except in compliance with the Common Stock in below provisions governing exercise of conversion rights. In order to exercise the name of a Person other than conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (1) complete and manually sign the Securityconversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice; (2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (3) if required, furnish appropriate endorsements and transfer documents, (4) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The Securities ” c) On the second Business Day immediately following the Conversion Date, the Company shall issue and shall deliver to the converting Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion in accordance with the provisions of this Article 7. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the Conversion Date for such Notes (or portion thereof) and the converting Holder shall be converted immediately prior deemed to have become the record holder of any shares of Common Stock due upon such conversion as of the Close of Business on the relevant Conversion Date. d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal ▇▇▇▇▇▇ represented thereby. The Company shall deliver to notify the Holder Trustee in writing of any conversions of Notes effected through a any Conversion Agent a certificate for other than the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion DateTrustee. (be) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Each share certificate representing Common Stock issued upon conversion of a Security. Except the Notes that are Restricted Notes shall bear the Restricted Stock Legend as otherwise provided set forth in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished3.07. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. To convert shares of 8% Preferred Stock, a Holder must: (a1) The right deliver a completed and signed written notice of conversion attaching election to any Security may convert specifying the number (in whole shares) of the shares of 8% Preferred Stock to be exercised at any time during converted and the name or names in which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer holder wishes the certificate or certificates for shares of Common Stock to be issued to the Conversion Agent through conversion agent for the facilities of 8% Preferred Stock appointed for such purpose by the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice Corporation (the “Conversion Notice”"CONVERSION AGENT"), in ; (2) surrender the form as set forth on the reverse certificate representing such shares of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice 8% Preferred Stock to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (3) furnish appropriate endorsement and (D) payment of any tax or dutytransfer documents, in accordance with Section 4.05form satisfactory to the Corporation, which may be payable in respect of any transfer involving duly executed by the issue holder or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysuch holder's duly authorized attorney. The date on which the Holder satisfies all of those such requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to "CONVERSION DATE". As soon as practicable thereafter, the Close of Business on the Conversion Date. The Company Corporation shall deliver to through the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the such conversion (and Cash in lieu of a check for any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) of Common Stock. The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive whose name the shares of Common Stock upon such conversion as are issued if other than the record holder or holders registered Holder of such shares of Common 8% Preferred Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on treated as a converted Security or for dividends or distributions on shares shareholder of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion record of the SecuritiesCorporation on and after the Conversion Date. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security certificate representing shares of 8% Preferred Stock that is converted in part, the Company Corporation shall execute, issue and the Trustee shall, upon receipt of a Company Order, Conversion Agent shall authenticate and deliver to for the Holder, Holder a new Security certificate representing shares of 8% Preferred Stock equal in principal amount of number to the unconverted portion of the Security shares of 8% Preferred Stock surrendered. If the last day on which shares of 8% Preferred Stock may be converted is a Legal Holiday (as defined below) in a place where a Conversion Agent is located, the shares of 8% Preferred Stock may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. A "LEGAL HOLIDAY" is a Saturday, a Sunday, or a day on which banking institutions in the relevant jurisdiction are not required to be open.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to Debenture at the Conversion Agent through the facilities option of the Depositary in accordance with Holder, a Holder must (A) complete and manually sign the Applicable Procedures, or (ii) if conversion notice on the back of the Debenture and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice surrender the Debenture to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; Agent and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving or similar tax, if required. With regard to a conversion at the issue or delivery option of the Common Stock in Holder, the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those the foregoing requirements is the “Conversion Dateconversion date.” The Securities (ii) To convert a Debenture at the election of the Company, the Holder shall be deemed complete the requirements of clauses (i)(B), (C) and (D) above by the conversion date specified in the Company's notice of its election to be converted immediately prior to cause a conversion. (b) As soon as practicable after the Close of Business on conversion date, the Conversion Date. The Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) 7.8. The person in whose name the Security Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Dateconversion date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the conversion rate in effect on the date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person shall no longer be a Holder of such Security. Debenture. (c) No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureDebenture, by delivering but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder Holder of such Debenture on such record date. In such event, such Debenture, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to the Conversion Agent in an amount equal to the interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however that no such check or draft shall be required if such Debenture is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. (d) If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedbased on the aggregate principal amount of Debentures converted. (ce) Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, Holder a new Security Debenture equal in principal amount of to the unconverted portion of the Security Debenture surrendered.

Conversion Procedure. (a) The right Upon any conversion of conversion attaching any Notes, on the third (3rd) Trading Day immediately following the Conversion Date, the Company shall deliver a number of shares of Common Stock equal to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if the aggregate principal amount of such Security is represented Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (j) below; provided, further for any conversion that occurs on or after the record date immediately preceding the Maturity Date, the Company shall deliver such shares on the Maturity Date. (b) Before any holder of a Note shall be entitled to a conversion as set forth above, such holder shall (i) in the case of a Global SecurityNote, by book-entry transfer comply with the procedures of the Depositary in effect at that time 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 13.02(h) and, if required, pay all taxes or duties, if any, and (ii) in the case of a Note issued in definitive form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent through in the facilities form on the reverse of such definitive Note (or a facsimile thereof) (a “Conversion Notice”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes surrendered for conversion and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for any shares of Common Stock to be delivered upon conversion of the Notes to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(C) if required, in either case, by: (A) a duly signed and completed conversion notice (pay funds equal to interest payable on the “Conversion Notice”), in the form next Interest Payment Date to which such holder is not entitled as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lostin Section 13.02(h), stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax if required, pay all taxes or dutyduties, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityif any. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities A Note shall be deemed to be have been converted immediately prior to the Close close of Business business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(b). No Conversion Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 15.01. If more than one Note shall be converted at one time by the same holder, the number of shares of Common Stock deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so converted to the Company. (c) Delivery of the shares of Common Stock upon conversion shall be made by the Company in no event later than the date specified in Section 13.02(a). The Company shall deliver make such delivery by issuing, or causing to be issued, and delivering to its transfer agent for the Holder Common Stock or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through a Conversion Agent a certificate the Depositary for the number of whole full shares of Common Stock issuable upon the to which such holder shall be entitled as part of such conversion (and Cash together with any cash in lieu of fractional shares). (d) In case any fractional Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the Notes not surrendered for conversion. (e) The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares pursuant of Common Stock upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The transfer agent for the Common Stock may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name is received. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 4.01) 13.03, no adjustment shall be made for dividends declared on any shares of Common Stock issued upon conversion by the Company with respect to any Note as soon as practicable following provided in this Article with a record date prior to the Conversion Date. (bg) Upon the conversion with respect to 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 as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any Notes surrendered for conversion through any Conversion Agent other than the Trustee. (h) Except as set forth below or provided in Section 13.01(b)(ii), upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any). The Company’s settlement of the conversion as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date. As a result, accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such Notes; provided, that no such payment need be made (i) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) in respect of any conversion in connection with the Make-Whole Fundamental Change; (iii) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (iv) to the extent of any overdue interest existing at the time of conversion with respect to such Note. (i) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date. The person in whose name the Security is registered certificate or certificates for the number of shares of Common Stock that shall be deemed, to issuable upon such conversion shall become the extent holder of record of such person receives shares of Common Stock upon conversion, to be a stockholder as of record the close of business on the such Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the Conversion Date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon the conversion of a Securitywith respect to the Notes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Securityany Note or Notes. Except as otherwise provided in this IndentureIf more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issued by delivering to the holder Company shall be computed on the shares basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock issuable upon conversion, together that would otherwise be issued with a Cash payment in lieu of respect to any fractional shares Note or for its settlement obligations pursuant to Section 4.14Notes (or specified portions thereof), the Company shall satisfy its obligation with pay a cash adjustment in respect of such fraction (calculated to the conversion nearest one-100th of a share) in an amount equal to the same fraction of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount Last Reported Sale Price of the unconverted portion of Common Stock on the Security surrenderedrelevant Conversion Date.

Conversion Procedure. (a1) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Security, a Holder must (i) if such the Security is represented by a Global Securityin definitive form, by book-entry transfer complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such the Security is represented by a Certificated Securityin definitive form, by delivery of such surrender the Security at the specified office of to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Biii) if such Certificated the Security has been lostis in definitive form, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 12.3 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Common Stock Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all later of those requirements is days, the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole cash and shares of Common Stock issuable upon in the conversion (and Cash amounts calculated in lieu of any fractional shares pursuant to accordance with Section 4.01) as soon as practicable following the Conversion Date12.14. (b2) The person Person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (3) No separate payment or adjustment shall will be made for accrued and but unpaid interest (including Additional Interest and Special Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureThe Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, by delivering if Securities are converted after the close of business on a Regular Record Date and prior to the holder opening of business on the shares next Interest Payment Date, including the date of Common Stock issuable upon conversionmaturity, together with a Cash payment in lieu Holders of any fractional shares or for its settlement obligations pursuant to Section 4.14, such Securities at the Company close of business on such Regular Record Date shall satisfy its obligation with respect to receive the conversion of the Securities. Accordingly, any accrued but unpaid interest (including Additional Interest and Special Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Additional Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be deemed paid required (i) if such Security has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security; or (iv) in full upon conversionrespect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date and (b) after the Record Date immediately preceding May 15, rather than cancelled2027. If the Company defaults in the payment of interest (including Additional Interest and Special Interest, forfeited or extinguishedif any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (c4) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver make available for delivery to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. To convert a Security (a) The right or any portion thereof), a Holder must satisfy the requirements of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities PARAGRAPH 9 of the Depositary Securities. As soon as practicable (and in accordance with no event later than three Trading Days) following the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice date (the “Conversion NoticeDate”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is requirements, the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole full shares of Common Stock issuable upon the conversion conversion, as provided in PARAGRAPH 9 of the Securities, and, a check or wire transfer of immediately available funds for payment of accrued and unpaid interest (and Cash in lieu including Additional Interest) on the principal amount of any fractional shares pursuant Securities being converted to Section 4.01) as soon as practicable following but excluding the Conversion Date. (b) The . On and after the Conversion Date, the person in whose name the Security such certificate is to be registered shall be deemedtreated as a shareholder of record of the Company, to and all rights of the extent such person receives Common Stock upon conversion, Holder of the Security to be a stockholder of record on converted shall terminate, other than the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled right to receive the shares of Common Stock upon and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such conversion Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the record holder extent such Securities are deemed to have been so converted or holders such Holder is so deemed to be a shareholder of record. If the Company fails to issue and deliver, or cause to be issued and delivered though the Conversion Agent, to a Holder (or such Holder’s nominee or nominee), certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon conversion of any Securities on or prior to the date which is three Trading Days after the Conversion Date, and if on or after such date, but date such surrender shall, provided that all such conditions have been satisfied, be effective Holder is required by its broker to constitute the person purchase (in an open market transaction or persons entitled to receive such otherwise) shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion to deliver in satisfaction of a Security, sale by such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on the shares of Common Stock which such Holder anticipated receiving upon conversion, then the Company shall, within three Business Days after such Holder’s request therefore, (a) pay in cash to such Holder the amount by which (i) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the amount obtained by multiplying (x) the number of shares of Common Stock required to be issued and delivered upon such conversion, by (y) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of such Holder, either reinstate the Security (or portion thereof) and equivalent number of shares of Common Stock for which such conversion was not timely honored, or deliver to the Holder the number of shares of Common Stock that should have been issued and delivered upon conversion as required by the terms hereof. If a Holder converts more than one Security at the same time, the number of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the full shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the such conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the total principal amount of all Securities converted. Upon surrender of a Security that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, Holder a new Security equal in principal amount of to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. (a1) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Security, a Holder must (i) if such the Security is represented by a Global Securityin definitive form, by book-entry transfer complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such the Security is represented by a Certificated Securityin definitive form, by delivery of such surrender the Security at the specified office of to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Biii) if such Certificated the Security has been lostis in definitive form, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 12.3 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityApplicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As promptly as practicable after the Conversion Date. The Date and in any event within three Business Days thereof, the Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole cash and shares of Common Stock issuable upon in the conversion (and Cash amounts calculated in lieu of any fractional shares pursuant to accordance with Section 4.01) as soon as practicable following the Conversion Date12.14. (b2) The person Person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (3) No separate payment or adjustment shall will be made for accrued and but unpaid interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureThe Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, by delivering if Securities are converted after the close of business on a Regular Record Date and prior to the holder opening of business on the shares next Interest Payment Date, including the date of Common Stock issuable upon conversionmaturity, together with a Cash payment in lieu Holders of any fractional shares or for its settlement obligations pursuant to Section 4.14, such Securities at the Company close of business on such Regular Record Date shall satisfy its obligation with respect to receive the conversion of the Securities. Accordingly, any accrued but unpaid interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be deemed paid required if such Security has been called for redemption on a Redemption Date within the period between the close of business on such record date and the opening of business on such Interest Payment Date, or if such Security is surrendered for conversion on the Interest Payment Date. If the Company defaults in full upon conversionthe payment of interest (including Additional Interest, rather than cancelledif any) payable on the Interest Payment Date, forfeited or extinguishedthe Conversion Agent shall promptly repay such funds to the Holder. (c4) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. To convert a Note, a Holder must (a) The right complete and manually sign the conversion notice on the back of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if the Note and deliver such Security is represented by a Global Security, by book-entry transfer notice to the Conversion Agent through Agent; (b) surrender the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of Note to the Conversion Agent, accompanied, in either case, by: (Ac) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , and (Dd) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required pursuant to Section 4.04 hereof. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole shares of Class A Common Stock issuable upon the conversion (conversion, payment for accrued interest on such Note to the extent required by this Section 4.02 and Cash cash in lieu of any fractional shares pursuant to Section 4.014.03. The Company may, at any time and as a condition to delivering such shares of Class A Common Stock, require any Holder to deliver a representation and warranty made to the Company and an officer's certificate certifying as to whether or not such Holder is a Regulated Person as of the Conversion Date and certifying the number of issued and outstanding shares of Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by such Holder as soon as practicable following of the Conversion Date. (b) . The Company may also rely upon the stock ledger and corporate records of the Company. The Trustee shall have no obligation to make any such determination. The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. No separate If any Holder surrenders a Note for conversion after the close of business on the record date for the payment or adjustment of an installment of interest and before the close of business on the related interest payment date, the Company shall be made for pay accrued and unpaid interest through the Conversion Date to the Holder of such Note on such record date. If a converted Security or for dividends or distributions on Holder converts more than one Note at the same time, the number of shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Class A Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to convert any Security Note may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) exercised, if such Security Note is represented by a Global SecurityNote, by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the Applicable Proceduresapplicable procedures or, or (ii) if such Security Note is represented by a Certificated Securitycertificated Note, by delivery of such Security Note at the specified office of the Conversion Agent, accompanied, in either case, by: by (Aa) a completed and duly signed and completed conversion notice Conversion Notice, in the form attached hereto as Exhibit D, (the a “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Bb) if the Note is represented by a certificated Note and such Certificated Security certificated Note has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 307 regarding the loss, theft, destruction or mutilation of the SecurityNote; (Cc) appropriate endorsements and transfer documents if required by the Conversion Agent; and (Dd) payment of any tax or duty, in accordance with Section 4.051404, which may be payable in respect of any transfer involving the issue or delivery of the Class A Common Stock in the name of a Person other than the Holder of the SecurityNote. The date “Conversion Date” shall be the Business Day on which the Holder satisfies all of those the requirements is set forth in the “immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York City time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day; however, if a Holder surrenders for conversion a Note at any time after the 25th scheduled Trading Day prior to the Stated Maturity Date.” The Securities , the Conversion Date shall be deemed to be converted the Business Day immediately prior to preceding the Close of Business on the Conversion Stated Maturity Date. The On the third Business Day following the last day of the related Conversion Period, subject to Section 1405, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Class A Common Stock (or the other form of consideration into which the Class A Common Stock has been converted in connection with a Transforming Transaction), if any, issuable upon the conversion and Cash (and including Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) 1403). The person in whose name the Security Class A Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder Holder or holders Holders of such shares of Class A Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder Holder or holders Holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect for the 20 Trading Days beginning on the third Trading Day immediately following the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a SecurityNote. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shallTrustee, upon receipt of a Company Orderan Officers’ Certificate and Opinion of Counsel, shall authenticate and deliver to the Holder, a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to Conversion Notes shall automatically convert into Common Shares upon the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of Effective Date. Common Shares issued upon the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), Effective Date shall be issued in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, Holder’s name unless a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of Holder requests the Common Stock Shares to be issued in the a name of a Person other than the Holder’s name by completing the form entitled “Change in Registered Holder Upon Conversion” attached to the Notes and delivering such form to the Company within 5 Business Days the date of the Security. The date on which notice contemplated by the Holder satisfies all of those requirements is last sentence in Section 13.01(a). (b) Subject to Section 13.02(a), the “Person in whose name the Conversion Date.” The Securities Notes are registered shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder shareholder of record on the Conversion Effective Date; provided, however, that no surrender of a Security or satisfaction of if the other conditions in Section 4.04(a) Conversion Effective Date occurs on any date when the stock transfer books register of members of the Company shall be closed closed, the Conversion Effective Date shall be effective to constitute the person Person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons Persons entitled to receive such shares of Common Stock Shares as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are register of members is open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. . (c) No separate payment or adjustment shall will be made for accrued and unpaid interest interest, if any, on a converted Security Note or for dividends or distributions on shares of Common Stock Shares issued upon conversion of a SecurityNote. Except as otherwise provided in this Indenture, The Conversion Rate and the Conversion Price shall be calculated by delivering the Company and communicated to the holder Trustee and Conversion Agent in the shares form of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedan Officers’ Certificate. (cd) Upon If more than one Note of a Holder is converted at the same time, the number of Common Shares issuable upon the conversion shall be based on the aggregate principal amount of Notes converted. (e) Subject to the provisions of Section 13.01(c), upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company an Authentication Order, authenticate and deliver to the Holder, Holder a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion AgentAgent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The Security will be converted into shares of Common Stock at the Conversion Price therefor. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, accompaniedthe Holder of any such Securities to be converted, in either casewhole or in part, by: shall: (Ai) a duly signed complete and completed manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to a Conversion Agent; (ii) surrender the Security to a Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; Agent; (Ciii) furnish appropriate endorsements and transfer documents documents, if required by the Conversion Agentrequired; and and (Div) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those the requirements set forth in (i) through (iv) above is the “Conversion Date.” The Securities Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be deemed issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.02 and any transfer taxes if required pursuant to Section 13.06. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 3 Business on Days after the Conversion Date. The ), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the Holder through a office of the Conversion Agent Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion (of such Securities or portion thereof in accordance with the provisions of this Article and Cash a check or cash in lieu respect of any fractional shares pursuant interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 13.03. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 4.01) 13.02 have been satisfied as soon as practicable following to such Securities (or portion thereof), and the Conversion Date. (b) The person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be deemed, issuable upon such conversion shall be deemed to have become on said date the extent such person receives Common Stock upon conversion, to be a stockholder Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. , but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a Security, notation on such person Global Securities as to the reduction in the Principal ▇▇▇▇▇▇ represented thereby. The Company shall no longer be a Holder notify the Trustee in writing of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each stock certificate representing Common Stock issued upon conversion of a Security. Except as otherwise provided the Securities that are Restricted Securities shall bear the legend in this Indenture, by delivering to substantially the holder the shares form of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedExhibit C hereto. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. To convert a Security, a Holder must (a) The right of complete and manually sign the conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to notice on the Conversion Agent through the facilities back of the Depositary Security in accordance with the Applicable Procedures, or (ii) if form attached hereto in Exhibit A and deliver such Security is represented by notice to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Bb) if such Certificated certificated, surrender the Security has been lostto a Conversion Agent, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (Cc) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; , and (Dd) payment pay any amounts due pursuant to the third paragraph of any tax or dutythis Section 5.2, in accordance with Section 4.05including funds equal to accrued interest and Contingent Interest, which may be payable in respect of if any, and any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on As soon as practicable after the Conversion Date. The , but no later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) 5.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as soon as practicable following the Conversion Date. (b) in effect from time to time. The person in whose name the Security Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular interest payment record date to the opening of business on the next succeeding Interest Payment Date shall also be accompanied by payment in immediately available funds of an amount equal to the interest, including Contingent Interest, if any, payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company; provided, however, that no such payment by the Holder converting their Securities need be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in this IndentureSection 5.2, by delivering no payment or adjustment will be made for accrued interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the holder right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at At any time during which prior to the payment of this Note in full, the holder of this Note may convert all or any portion of the outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of this Note shall be entitled to receive, upon conversion is permitted of this Note, Common Shares equal to the sum of (x) the principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in accordance with effect (as adjusted for any stock dividends, stock splits or Organic Change described in Section 4.01 6.5 below). (b) Except as otherwise expressly provided herein, each conversion of this Note shall be deemed to have been effected as follows: (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through holder provides the facilities Company written notice of the Depositary in accordance with conversion prior to 12:01 pm EST, then the Applicable Procedures, conversion shall be effective on the day on which the notice was received by the Company or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office holder provides the Company written notice of the Conversion Agentconversion after 12:01 pm EST, accompanied, in either case, by: (A) a duly signed and completed then the conversion notice (the “Conversion Notice”), in the form as set forth shall be effective on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to first business day following the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date day on which the Holder satisfies all of those requirements is notice was received by the “Company (such date, the "Conversion Date.” The Securities "). At such time as such conversion has been effected, the rights of the holder of this Note to the extent of the conversion shall cease, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to be issued upon such conversion shall be deemed to be converted immediately have become the holder or holders of record of the Common Shares represented thereby. (c) Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Conversion Date in connection with (i) any notes issued by the Close Company pursuant to the Credit Agreement, (ii) that certain Second Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of Business $5,558,684, or (iiii) that Fourth Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of $4,588,927, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). (d) As soon as possible after a conversion has been effected (but in any event within five (5) business days of the Conversion Date. The ), the Company shall deliver to the Holder through a Conversion Agent converting holder: a certificate for or certificates representing the number of whole Common Shares (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts, and Default PIK Amounts) in such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares as shall be determined by dividing (x) the Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Price; and if requested by the holder in the notice of conversion, a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a fractional share of Common Shares; provided, however, that for purposes of this Section 6.1(d), the Company shall only be entitled to deliver Common Shares to the converting holder if such Common Shares would not be in excess of the Issuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. (e) If any fractional share of Common Shares would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the Market Price of such fractional share as of the date of such conversion. (f) The issuance of certificates for Common Shares upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that the Common Shares issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. (g) The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. (h) The Company shall not effect any conversion of this Note, and the holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the holder or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the conversion (and Cash in lieu number of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock which are issuable upon such (A) conversion as of the record remaining, unconverted principal amount of this Note beneficially owned by the holder or holders any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Notice of Conversion shall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the number of outstanding shares of Common Stock Stock, the holder may rely on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such number of outstanding shares of Common Stock as stated in the record holder most recent of the following: (A) the Company's most recent Quarterly Report on Form 10-Q or holders thereof for all purposes at Annual Report on Form 10-K, as the Close case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion outstanding. Upon the written or oral request of a Security. Except as otherwise provided the holder, the Company shall within two Trading Days confirm orally and in this Indenture, by delivering writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of this Note held by the Securitiesholder. Accordingly, any accrued but unpaid interest The limitations contained in this paragraph shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedapply to a successor holder of this Note. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. To convert a Security, a Holder must (a) The right of complete and manually sign the conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to notice on the Conversion Agent through the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by notice to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied(b) surrender the Security to a Conversion Agent, in either case, by: (Ac) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; , and (Dd) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (conversion, payment for accrued interest on such Security to the extent required by this Section 4.2 and Cash ,if applicable, cash in lieu of any fractional shares pursuant to Section 4.01) 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as soon as practicable following the Conversion Date. (b) in effect from time to time. The person in whose name the Security Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or presented for purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this IndentureSection 4.2, by delivering no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the holder right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right Upon any conversion of conversion attaching any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver a number of shares of Common Stock equal to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if the aggregate principal amount of such Security is represented Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (j) below; provided, further for any conversion that occurs on or after the record date immediately preceding the Maturity Date, we will deliver such shares on the Maturity Date. (b) Before any holder of a Note shall be entitled to a conversion as set forth above, such holder shall (i) in the case of a Global SecurityNote, by book-entry transfer comply with the procedures of the Depositary in effect at that time 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 13.02(h) and, if required, pay all taxes or duties, if any, and (ii) in the case of a Note issued in definitive form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent through in the facilities form on the reverse of such definitive Note (or a facsimile thereof) (a “Conversion Notice”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes surrendered for conversion and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for any shares of Common Stock to be delivered upon conversion of the Notes to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(C) 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 either caseSection 13.02(h), by: and (AD) a duly signed and completed conversion notice if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion NoticeDate”), in ) that the form as holder has complied with the requirements set forth in this Section 13.02(b). No Conversion Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Designated Event Purchase Notice and not validly withdrawn such Designated Event Purchase Notice in accordance with the applicable provisions of Section 14.01. If more than one Note shall be converted at one time by the same holder, the number of shares of Common Stock deliverable upon conversion shall be computed on the reverse basis of Security attached hereto as Exhibit A; the aggregate principal amount of the Notes (Bor specified portions thereof to the extent permitted thereby) if so converted to the Company. (c) Delivery of the shares of Common Stock upon conversion shall be made by the Company in no event later than the date specified in Section 13.02(a). The Company shall make such Certificated Security has been lostdelivery by issuing, stolenor causing to be issued, destroyed or mutilated, a notice and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be entitled as part of such conversion (together with any cash in accordance with Section 2.07 regarding lieu of fractional shares). (d) In case any Note shall be surrendered for partial conversion, the loss, theft, destruction Company shall execute and the Trustee shall authenticate and deliver to or mutilation upon the written order of the Security; holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the Notes not surrendered for conversion. (Ce) appropriate endorsements The Company shall pay all stamp and transfer documents other duties, if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05any, which may be payable in imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of any transfer involving the issue or delivery shares of the Common Stock upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in the a name of a Person other than the Holder holder’s name. The 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 which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon conversion by the Company with respect to any Note as provided in this Article. (g) Upon the conversion with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the SecurityTrustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The date on which Company shall notify the Holder satisfies all Trustee in writing of those requirements is any Notes surrendered for conversion through any Conversion Agent other than the “Trustee. (h) Upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any) except as set forth below. The Company’s settlement of the conversion as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date.” The Securities . As a result, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted immediately after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such Notes; provided, however, that no such payment need be made (i) if the Company has specified a Designated Event Purchase Date that is after a record date and on or prior to the Close corresponding Interest Payment Date; (ii) in respect of Business any conversion that occurs after the record date immediately preceding the Maturity Date; or (iii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Interest, if any) on the Notes converted. (i) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered certificate or certificates for the number of shares of Common Stock that shall be deemed, to issuable upon such conversion shall become the extent holder of record of such person receives shares of Common Stock upon conversion, to be a stockholder as of record the close of business on the such Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the Conversion Date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon the conversion of a Securitywith respect to the Notes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Securityany Note or Notes. Except as otherwise provided in this IndentureIf more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issued by delivering to the holder Company shall be computed on the shares basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock issuable upon conversion, together that would otherwise be issued with a Cash payment in lieu of respect to any fractional shares Note or for its settlement obligations pursuant to Section 4.14Notes (or specified portions thereof), the Company shall satisfy its obligation with pay a cash adjustment in respect of such fraction (calculated to the conversion nearest one-100th of a share) in an amount equal to the same fraction of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount Last Reported Sale Price of the unconverted portion of Common Stock on the Security surrenderedrelevant Conversion Date.

Conversion Procedure. (a) The right Upon any conversion of conversion attaching any Notes, on the third (3rd) Trading Day immediately following the Conversion Date, the Company shall deliver a number of shares of Common Stock equal to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if the aggregate principal amount of such Security is represented Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (j) below; provided, further for any conversion that occurs on or after the record date immediately preceding the Maturity Date, the Company shall deliver such shares on the Maturity Date. (b) Before any holder of a Note shall be entitled to a conversion as set forth above, such holder shall (i) in the case of a Global SecurityNote, by book-entry transfer comply with the procedures of the Depositary in effect at that time 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 13.02(h) and, if required, pay all taxes or duties, if any, and (ii) in the case of a Note issued in definitive form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent through in the facilities form on the reverse of such definitive Note (or a facsimile thereof) (a “Conversion Notice”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes surrendered for conversion and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for any shares of Common Stock to be delivered upon conversion of the Notes to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(C) 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 either caseSection 13.02(h), by: and (AD) a duly signed and completed conversion notice if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion NoticeDate”), in ) that the form as holder has complied with the requirements set forth in this Section 13.02(b). No Conversion Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01. If more than one Note shall be converted at one time by the same holder, the number of shares of Common Stock deliverable upon conversion shall be computed on the reverse basis of Security attached hereto as Exhibit A; the aggregate principal amount of the Notes (Bor specified portions thereof to the extent permitted thereby) if so converted to the Company. (c) Delivery of the shares of Common Stock upon conversion shall be made by the Company in no event later than the date specified in Section 13.02(a). The Company shall make such Certificated Security has been lostdelivery by issuing, stolenor causing to be issued, destroyed or mutilated, a notice and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be entitled as part of such conversion (together with any cash in accordance with Section 2.07 regarding lieu of fractional shares). (d) In case any Note shall be surrendered for partial conversion, the loss, theft, destruction Company shall execute and the Trustee shall authenticate and deliver to or mutilation upon the written order of the Security; holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the Notes not surrendered for conversion. (Ce) appropriate endorsements The Company shall pay all stamp and transfer documents other duties, if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05any, which may be payable in imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of any transfer involving the issue or delivery shares of the Common Stock upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in the a name of a Person other than the Holder holder’s name. The 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 which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon conversion by the Company with respect to any Note as provided in this Article. (g) Upon the conversion with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the SecurityTrustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The date on which Company shall notify the Holder satisfies all Trustee in writing of those requirements is any Notes surrendered for conversion through any Conversion Agent other than the “Trustee. (h) Except as set forth below or provided in Section 13.01(b)(ii) or Section 13.11(b), upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any). The Company’s settlement of the conversion as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date.” The Securities . As a result, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted immediately after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such Notes; provided, however, that no such payment need be made (i) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the Close corresponding Interest Payment Date; (ii) if the Company has specified a Conversion Termination Date that is prior to August 15, 2014 or after a record date and on or prior to the corresponding Interest Payment Date; (iii) in respect of Business any conversion in connection with the Make-Whole Fundamental Change; (iv) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (v) to the extent of any overdue interest existing at the time of conversion with respect to such Note. (i) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered certificate or certificates for the number of shares of Common Stock that shall be deemed, to issuable upon such conversion shall become the extent holder of record of such person receives shares of Common Stock upon conversion, to be a stockholder as of record the close of business on the such Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the Conversion Date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon the conversion of a Securitywith respect to the Notes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Securityany Note or Notes. Except as otherwise provided in this IndentureIf more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issued by delivering to the holder Company shall be computed on the shares basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock issuable upon conversion, together that would otherwise be issued with a Cash payment in lieu of respect to any fractional shares Note or for its settlement obligations pursuant to Section 4.14Notes (or specified portions thereof), the Company shall satisfy its obligation with pay a cash adjustment in respect of such fraction (calculated to the conversion nearest one-100th of a share) in an amount equal to the same fraction of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount Last Reported Sale Price of the unconverted portion of Common Stock on the Security surrenderedrelevant Conversion Date.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at At any time during which prior to the payment of this Note in full, the holder of this Note may convert all or any portion of the outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of this Note shall be entitled to receive, upon conversion is permitted of this Note, Common Shares equal to the sum of (x) the principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in accordance with effect (as adjusted for any stock dividends, stock splits or Organic Change described in Section 4.01 6.5 below). (b) Except as otherwise expressly provided herein, each conversion of this Note shall be deemed to have been effected as follows: (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through holder provides the facilities Company written notice of the Depositary in accordance with conversion prior to 12:01 pm EST, then the Applicable Procedures, conversion shall be effective on the day on which the notice was received by the Company or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office holder provides the Company written notice of the Conversion Agentconversion after 12:01 pm EST, accompanied, in either case, by: (A) a duly signed and completed then the conversion notice (the “Conversion Notice”), in the form as set forth shall be effective on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to first business day following the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date day on which the Holder satisfies all of those requirements is notice was received by the “Company (such date, the "Conversion Date.” The Securities "). At such time as such conversion has been effected, the rights of the holder of this Note to the extent of the conversion shall cease, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to be issued upon such conversion shall be deemed to be converted immediately have become the holder or holders of record of the Common Shares represented thereby. (c) Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Conversion Date in connection with (i) any notes issued by the Close Company pursuant to the Credit Agreement, (ii) that certain Second Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of Business $5,558,684, or (iii) that certain Second Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of $1,919,818, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). (d) As soon as possible after a conversion has been effected (but in any event within five (5) business days of the Conversion Date. The ), the Company shall deliver to the Holder through a Conversion Agent converting holder: a certificate for or certificates representing the number of whole Common Shares (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) in such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares as shall be determined by dividing (x) the Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Price; and if requested by the holder in the notice of conversion, a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a fractional share of Common Shares; provided, however, that for purposes of this Section 6.1(d), the Company shall only be entitled to deliver Common Shares to the converting holder if such Common Shares would not be in excess of the Issuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. (e) If any fractional share of Common Shares would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the Market Price of such fractional share as of the date of such conversion. (f) The issuance of certificates for Common Shares upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that the Common Shares issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. (g) The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. (h) The Company shall not effect any conversion of this Note, and the holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the holder or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the conversion (and Cash in lieu number of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock which are issuable upon such (A) conversion as of the record remaining, unconverted principal amount of this Note beneficially owned by the holder or holders any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Notice of Conversion shall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the number of outstanding shares of Common Stock Stock, the holder may rely on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such number of outstanding shares of Common Stock as stated in the record holder most recent of the following: (A) the Company's most recent Quarterly Report on Form 10-Q or holders thereof for all purposes at Annual Report on Form 10-K, as the Close case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion outstanding. Upon the written or oral request of a Security. Except as otherwise provided the holder, the Company shall within two Trading Days confirm orally and in this Indenture, by delivering writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of this Note held by the Securitiesholder. Accordingly, any accrued but unpaid interest The limitations contained in this paragraph shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedapply to a successor holder of this Note. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion AgentAgent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The Security will be converted into shares Common Stock at the Conversion Price therefor. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, accompaniedthe Holder of any such Securities to be converted, in either casewhole or in part, by: shall: (Ai) a duly signed complete and completed manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to a Conversion Agent; (ii) surrender the Security to a Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; Agent; (Ciii) furnish appropriate endorsements and transfer documents documents, if required by the Conversion Agentrequired; and and (Div) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those the requirements set forth in (i) through (iv) above is the “Conversion Date.” The Securities Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be deemed issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.02 and any transfer taxes if required pursuant to Section 13.06. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 3 Business on Days after the Conversion Date. The ), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the Holder through a office of the Conversion Agent Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion (of such Securities or portion thereof in accordance with the provisions of this Article and Cash a check or cash in lieu respect of any fractional shares pursuant interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 13.03. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 4.01) 13.02 have been satisfied as soon as practicable following to such Securities (or portion thereof), and the Conversion Date. (b) The person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be deemed, issuable upon such conversion shall be deemed to have become on said date the extent such person receives Common Stock upon conversion, to be a stockholder Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. , but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a Security, notation on such person Global Securities as to the reduction in the Principal ▇▇▇▇▇▇ represented thereby. The Company shall no longer be a Holder notify the Trustee in writing of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each stock certificate representing Common Stock issued upon conversion of a Security. Except as otherwise provided the Securities that are Restricted Securities shall bear the legend in this Indenture, by delivering to substantially the holder the shares form of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedExhibit C hereto. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder ----------------------------------- must satisfy the Conversion Agent through the facilities requirements in paragraph 9 of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the SecuritySecurities. The date on which the Holder satisfies all of those requirements is the “conversion date (the "Conversion Date.” "). The Securities Conversion Agent shall be deemed to be converted immediately prior to notify the Close Company of the Conversion Date within one Business on Day of the Conversion Date. The Within two Business days following the Conversion Date, the Company shall deliver to the applicable Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have delivered such notice previously pursuant to Section 3.04. If the Company shall have notified the Holder that all of such Security shall be converted into shares of common stock, the Company shall deliver to the Holder, through a the Conversion Agent Agent, no later than the fifth Business Day following the Conversion Date, a certificate for the number of whole full shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) 11.03. Except as soon as practicable provided in the last sentence in the second paragraph of Section 11.01, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following the such Conversion Date. (b) The person , together with a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the last sentence in the second paragraph of Section 11.03, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the Person in whose name the Security certificate representing such shares is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (and unpaid original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the Treasury Regulations) attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest on a attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in Section 10.01, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, the Conversion Date) with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for dividends or distributions on the Security being converted pursuant to the provisions hereof; and such cash, if any, and/or the fair market value of such shares of Common Stock issued (together with any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount (and original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the Treasury Regulations) and cash interest (or interest, if the Company has exercised its option provided for in Section 10.01) accrued to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of a SecuritySecurities made concurrently with or after acceleration of Securities following an Event of Default. Except as otherwise provided in this IndentureIf the Holder converts more than one Security at the same time, by delivering to the holder the number of shares of Common Stock issuable or cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. Securities surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Securities to be redeemed on a date within this period or on the next Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Securities surrendered for conversion, together with a Cash . Except where Securities surrendered for exchange must be accompanied by payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14as described above, the Company shall satisfy its obligation with respect will not pay interest on any Interest Payment Date subsequent to the conversion of Conversion Date. If the Securitieslast day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount of Principal Amount at Maturity to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right To convert a Security, a Holder must satisfy the requirements of conversion attaching to any Security may be exercised at any time during which conversion is permitted this Article 10 and in accordance with Section 4.01 paragraph 8 of the Securities and (i) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through irrevocable conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (Aii) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 10.03 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityApplicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on ”. As soon as practicable after the Conversion Date. The Date and in any event within four Business Days thereof, the Company shall deliver to the Holder through a the Conversion Agent (1) cash in the amount calculated in accordance with Section 10.14 and (2) either (A) a certificate for or (B) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date10.14. (b) The person Person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 10.02); provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (c) No separate payment or adjustment shall will be made for accrued and unpaid interest (including Liquidated Damages, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise Security (provided in this Indenture, by delivering to the holder that the shares of Common Stock issuable received upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Securities. AccordinglyRegistration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued but unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including Liquidated Damages, if any) payable on such interest payment date shall be deemed paid in full upon to the Holder of such Security on such interest payment date. In such event, such Security, when surrendered for conversion, rather than cancelledmust be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Liquidated Damages, forfeited if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or extinguishedif such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including Liquidated Damages, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. (cd) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right To convert a Security, a Holder must satisfy the requirements in paragraph 8 of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 the Securities and (i) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (Aii) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 10.04 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityDepositary's book-entry conversion programs. The date on which the Holder satisfies all of those the foregoing requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on "CONVERSION DATE". As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Date. (b) Agent such cash and/or Class A Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest interest, if any (including contingent interest, if any), on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) payable on such interest payment date shall be paid to the holder Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion attaching of all of a Security also apply to any Security may be exercised at any time during which conversion is permitted of a portion of a Security. To convert a Security, a Holder must, in accordance with Section 4.01 (i) if such Security is represented by the case of a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance comply with the Applicable ProceduresProcedures of the Depositary, or (ii) if such Security is represented by and in the case of a Certificated Non-Global Security, by delivery (1) complete and manually sign the form of irrevocable conversion notice (or complete and manually sign a facsimile of such Security at the specified office of notice) and deliver such notice to the Conversion Agent, accompanied(2) surrender, in either caseif a Non-Global Security, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent Agent, and in accordance with Section 2.07 regarding the lossany such case, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person similar taxes and all other than the Holder of the Securitytaxes or duties, if required. The date first Business Day on which the Holder satisfies all of those requirements is the “conversion date (the "Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business "). As promptly as practicable on or after the Conversion Date. The , the Company shall issue and deliver to the Holder Holder, through a the Conversion Agent Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion (conversion, and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) as soon as practicable following 12.4 (other than in the Conversion Date. (b) case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's Applicable Procedures). The person Person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record as of the close of business on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecuritySecurity in its entirety, such person Person shall no longer be a Holder of such Security. No separate payment or adjustment Securities shall be made deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for accrued conversion in accordance with the foregoing provisions, and unpaid interest on a converted Security at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for dividends all purposes as the record holder or distributions on holders of such Common Stock at such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Except Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for dividends on, or other distributions with respect to, any shares of Common Stock except as otherwise provided in this IndentureSection. On conversion of a Security, by delivering that portion of accrued and unpaid interest, if any, through the Conversion Date with respect to the holder converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, based on the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in total principal amount of the unconverted portion Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security surrenderedon a Regular Record Date, including any Securities converted subsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at 5:00 p.m. New York City time on such Regular Record Date shall receive the interest payable on such Security on such Interest Payment Date notwithstanding the conversion thereof. Securities converted during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment if it is converting a Security that the Company has called for redemption, or that the Holder is entitled to require the Company to repurchase from such Holder, if the conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date.

Conversion Procedure. To convert a Security, a Holder must (a) The right of complete and manually sign the conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to notice on the Conversion Agent through the facilities back of the Depositary Security in accordance with the Applicable Procedures, or (ii) if form attached hereto in Exhibit A and deliver such Security is represented by notice to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Bb) if such Certificated certificated, surrender the Security has been lostto a Conversion Agent, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (Cc) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; , and (Dd) payment pay any amounts due pursuant to the third paragraph of any tax or dutythis Section 5.2, in accordance with Section 4.05including funds equal to accrued interest and Contingent Interest, which may be payable in respect of if any, and any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As soon as practicable after the Conversion Date. The , but no later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) 5.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as soon as practicable following the Conversion Date. (b) in effect from time to time. The person in whose name the Security Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular interest payment record date to the opening of business on the next succeeding Interest Payment Date shall also be accompanied by payment in immediately available funds of an amount equal to the interest, including Contingent Interest, if any, payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company; provided, however, that no such payment by the Holder converting their Securities need be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in this IndentureSection 5.2, by delivering no payment or adjustment will be made for accrued interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the holder right of a Holder in whose name any Security is registered at the close of business on an interest payment record date to receive the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right To convert a -------------------- Security, a Holder must satisfy the requirements in paragraph 8 of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 the Securities and (i) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (Aii) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 10.04 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityDepositary's book-entry conversion programs. The date on which the Holder satisfies all of those the foregoing requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on ". As --------------- soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Date. (b) Agent such cash and/or Class A Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security. Except as otherwise Security (provided in this Indenture, by delivering to the holder that the shares of Class A Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Class A Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered. If on the date of conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Class A Common Stock is greater than the Conversion Price, the Company may elect to pay to the Holder of such Security, in lieu of issuance of Conversion Shares based on the Conversion Price, cash or Class A Common Stock or a combination of cash and Class A Common Stock, at the Company's option, with a value equal to the principal amount of the Security surrendered for conversion as of such Conversion Date (a "Principal Value Conversion"). The Company shall notify -------------------------- the surrendering Holder of any Security whose conversion is a Principal Value Conversion and the Trustee (such notice being a "Principal Value --------------- Conversion Notice") of such Principal Value Conversion by the second Trading ----------------- Day following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such Security in cash, Class A Common Stock or a combination of cash and Class A Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Class A Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Class A Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Class A Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a Principal Value Conversion on the third Trading Day after the Conversion Date for such conversion. With respect to any portion of the principal amount to be paid in Class A Common Stock in a Principal Value Conversion, the Company shall deliver the Class A Common Stock to the Holder of the Security surrendered for conversion in such Principal Value Conversion on the fourth Trading Day following the Conversion Date for such conversion.

Conversion Procedure. (a) The right Subject to this Section 8.02, the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes surrendered for conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 shares of fully paid Common Stock and cash, if applicable, as follows: (i) if The Company will, except as provided in Section 8.02(k), deliver to each converting Noteholder, on the third Trading Day immediately following the last day of the related Observation Period, a number of shares of Common Stock equal to the Applicable Conversion Rate. (ii) The Company will also, except as provided in Section 8.02(k), deliver to each converting Noteholder cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(j) below. (iii) The Applicable Conversion Rate shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such Security is represented by determination of the Applicable Conversion Rate and the corresponding number of shares of Common Stock and the amount of cash deliverable in lieu of fractional shares, in each case, to be delivered or paid in respect of the relevant Conversion Obligation, the Company shall notify the Trustee and the Conversion Agent of such number of shares of Common Stock and such amount of cash in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agents shall have no responsibility for any such determination. (b) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (i) in the case of a Global SecurityNote, by book-entry comply with the procedures of the Depositary in effect at that time 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 8.02(h) and, if required, all transfer or similar taxes, if any, as set forth Section 8.02(e) and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent through in the facilities form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for the 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 (ii) if such Security is represented by a Certificated Securityin blank, by delivery of such Security at the specified office of the Conversion Agent, accompanied(3) if required, in either case, by: (A) a duly signed and completed conversion notice (pay funds equal to interest payable on the “Conversion Notice”), in the form next Interest Payment Date to which such holder is not entitled as set forth on the reverse of Security attached hereto as Exhibit A; in Section 8.02(h), (B4) if such Certificated Security has been lostrequired, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents documents, and (5) if required by required, pay all transfer or similar taxes, if any, as set forth in Section 8.02(e). The Trustee (and if different, the relevant Conversion Agent; and (D) payment shall notify the Company of any tax conversion pursuant to this Article 8 on the date of 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 or dutyRepurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, in accordance with Section 4.059.03. In addition, which if the Company calls notes for redemption in accordance with Article 10, a holder may convert the Notes called for redemption at any time prior to the close of business on the Business Day immediately prior to the Redemption Date. 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, if any, that shall be payable in respect of any transfer involving upon conversion shall be computed on the issue or delivery basis of the Common Stock in the name of a Person other than the Holder aggregate principal amount of the Security. 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 on which the Holder satisfies all of those requirements is (the “Conversion Date”) that the holder has complied with the requirements set forth in Section 8.02(b) above. The delivery of shares of Common Stock and the payment of cash, if any, in lieu of fractional shares, pursuant to Section 8.02(a) in satisfaction of the Conversion Obligation shall be made by the Company in no event later than the date specified in Section 8.02(a) by issuing or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, and by paying any cash in lieu of fractional shares, to the holder of a Note surrendered for conversion, or such holder’s nominee or nominees, to which such holder shall be entitled as part of such Conversion Obligation.” (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. (e) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp or similar issue or transfer tax, if any, that may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, upon the conversion. However, the holder shall pay any such tax that is due because the holder requests any such shares of Common Stock to be issued in a name other than the holder’s name. The Securities 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 will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 8.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (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 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) Upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted immediately after the close of business on a Interest Record Date but prior to the Close open of Business business on the Conversion immediately following Interest Payment Date, holders of such Notes as of the close of business on the Interest Record Date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. The Company shall deliver Notes surrendered for conversion during the period from the close of business on any Interest Record Date but prior to the Holder through a Conversion Agent a certificate for open of business on the number immediately following Interest Payment Date must be accompanied by payment of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, an amount equal to the extent such person receives Common Stock upon conversioninterest and Additional Interest, to be a stockholder of record if any, payable on the Conversion DateNotes so converted; provided, however, that no surrender such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date, Repurchase Date or Redemption Date that is after a Interest Record Date but on or prior to the Business Day immediately following the related Interest Payment Date, (2) to the extent of any overdue interest, if any, existing at the time of conversion with respect to such Note or (3) if the Notes are surrendered for conversion after the close of business on the Interest Record Date immediately preceding the Maturity Date and before the close of business on the Business Day immediately preceding the Maturity Date. Except as described above, no payment or adjustment will be made for accrued and unpaid interest and Additional Interest, if any, on converted Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a Security or satisfaction shareholder of record as of the other conditions in Section 4.04(a) close of business on the last Trading Day of the Observation Period; provided, however, if the last Trading Day of the Observation Period occurs on any date when the stock transfer books of the Company shall be closed closed, such occurrence shall not be effective to constitute the person Person or persons Persons entitled to receive the any such shares of Common Stock due upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, occurrence shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of any Note or Notes. For each Note surrendered for conversion, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the Applicable Conversion Rate for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Company shall pay a Security. Except as otherwise provided cash adjustment in this Indenture, by delivering respect of such fraction (calculated to the holder nearest one-100th of a share), as determined by the Company, in an amount equal to the same fraction of the Last Reported Sale Price of the Common Stock on the last Trading Day of the applicable Observation Period. (k) When a Noteholder surrenders Notes for conversion, the Company may direct, in writing, the Conversion Agent to surrender such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Notes, a number of shares of Common Stock issuable based upon conversionthe Applicable Conversion Rate in full satisfaction of the Conversion Obligation, together with a Cash payment as determined pursuant to Section 8.02(a). By the close of business on the Scheduled Trading Day immediately preceding the start of the Observation Period, the Company will provide written notification to the Noteholder surrendering Notes for conversion that it has directed the Designated Institution to make an exchange in lieu of conversion. If the Designated Institution accepts any fractional such Notes, it will deliver the appropriate number of shares of Common Stock to the Conversion Agent, and the Conversion Agent will deliver those shares of Common Stock to the converting Noteholder. Any Notes exchanged by the Designated Institution will remain Outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock, or if such Designated Institution does not accept the Notes for its settlement obligations exchange, the Company will, as promptly as practical thereafter (but in any event, no later than the fourth Trading Day immediately following the last Trading Day of the relevant Observation Period) convert the Notes into a number of shares of Common Stock based on the Applicable Conversion Rate, as determined pursuant to Section 4.148.02(a). The Company’s designation of a Designated Institution to which the Notes may be submitted for exchange does not require the Designated Institution to accept any Notes. The Company will not pay any consideration to, or otherwise enter into any agreement with, the Company shall satisfy its obligation Designated Institution for or with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedsuch designation. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Each Security may shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion AgentAgent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The Security will be converted into shares of Common Stock at the Conversion Price therefor. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, accompaniedthe Holder of any such Securities to be converted, in either casewhole or in part, by: shall: (Ai) a duly signed complete and completed manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to a Conversion Agent; (ii) surrender the Security to a Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; Agent; (Ciii) furnish appropriate endorsements and transfer documents documents, if required by the Conversion Agentrequired; and and (Div) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those the requirements set forth in (i) through (iv) above is the “Conversion Date.” The Securities Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be deemed issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be converted immediately prior issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Close Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.02 and any transfer taxes if required pursuant to Section 13.06. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than three Business on Days after the Conversion Date. The ), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to the Holder through a Conversion Agent such Holder, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion (of such Securities or portion thereof in accordance with the provisions of this Article and Cash a check or cash in lieu respect of any fractional shares pursuant interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 13.03. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 4.01) 13.02 have been satisfied as soon as practicable following to such Securities (or portion thereof), and the Conversion Date. (b) The person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be deemed, issuable upon such conversion shall be deemed to have become on said date the extent such person receives Common Stock upon conversion, to be a stockholder Holder of record on of the Conversion Dateshares represented thereby; provided, however, that no in case of any such surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute closed, the person or persons entitled in whose name the certificate or certificates for such shares are to receive the shares of Common Stock upon such conversion as be issued shall be deemed to have become the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders Holder thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. , but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a Security, notation on such person Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall no longer be a Holder notify the Trustee in writing of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each stock certificate representing Common Stock issued upon conversion of a Security. Except as otherwise provided the Securities that are Restricted Securities shall bear the legend in this Indenture, by delivering to substantially the holder the shares form of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedExhibit D hereto. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a1) The right In order to exercise the conversion privilege herein provided for at Section 4.1 or following the conditional conversion provided for at Section 4.2, the Holder of conversion attaching any Debenture converted pursuant to any Security may Section 4.2 or to be exercised at any time during which conversion is permitted in accordance with converted pursuant to Section 4.01 (i) if 4.1 shall surrender such Security is represented by a Global Security, by book-entry transfer Debenture to the Conversion Agent through Trustee at its corporate trust office in New York City or at such other place or places if any that are designated by the facilities Company with the approval of the Depositary in accordance with the Applicable ProceduresTrustee, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”)with, in the case of a conversion pursuant to Section 4.1, the notice of exercise in the form as set forth on of Schedule "C-2" (a "CONVERSION NOTICE") duly completed by such Holder or such Holder's duly authorized executors, administrators or other legal representative or attorney duly appointed by any individual in writing in the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice form and executed in the manner satisfactory to the Conversion Agent in accordance with Section 2.07 regarding Trustee acting reasonably, specifying the loss, theft, destruction or mutilation portion of the Security; (C) appropriate endorsements and transfer documents if required principal amount thereof which is to be converted. If any Subordinate Voting Shares into which such Debenture is to be converted are to be issued to a person or persons other than the registered Holder of such Debenture, such Debenture shall be accompanied by payment from the Conversion Agent; and (D) payment Holder to the Trustee of any transfer tax or duty, in accordance with Section 4.05, government or other charge which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than by reason thereof. The completion by the Holder of any Debenture of the Security. The date on which Conversion Notice, as the Holder satisfies all case may be, and the surrender of those requirements is the “Conversion Date.” The Securities said Debenture shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to and constitute a contract between the Holder through a Conversion Agent a certificate of such Debenture (or such Holder's executors, administrators of other legal representative or attorney duly appointed, as the case may be) and the Company whereby: (a) the Holder of such Debenture subscribes for the number of whole shares of Common Stock issuable Subordinate Voting Shares which it shall be entitled to receive upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date.such conversion; (b) The person in whose name the Security is registered shall be deemed, Holder of such Debenture releases the Company from all liability thereon or from all liability with respect to the extent such person receives Common Stock upon conversion, portion of the principal amount thereof to be a stockholder converted, as the case may be; and (c) the Company agrees that the surrender of record such Debenture for conversion constitutes full payment of the subscription price for the Subordinate Voting Shares issuable on such conversion. (2) On the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect ensure that the following conditions are met (unless waived by the converting Holder): (a) the Subordinate Voting Shares to be issued upon conversion are to be freely tradeable and free of resale restrictions under Applicable Securities Legislation in Canada; (b) the conversion listing of such additional Subordinate Voting Shares on each Recognized Exchange on which the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished.Subordinate Voting Shares are then listed; (c) Upon surrender of a Security that is converted in part, the Company being a reporting issuer in good standing under Applicable Securities Legislation in Canada when the distribution of such Subordinate Voting Shares occurs; (d) no Event of Default shall execute, have occurred and be continuing; (e) the receipt by the Trustee shallof an Officers' Certificate stating that conditions (a), upon (b), (c) and (d) above have been satisfied and setting forth the number of Subordinate Voting Shares to be delivered for each US$1,000 principal amount of Debentures; and (f) the receipt by the Trustee of a Company Order, authenticate and deliver an Opinion of Counsel to the Holdereffect that such Subordinate Voting Shares have been duly authorized and, a new Security equal when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the unconverted portion Debentures outstanding, will be validly issued, fully paid and non-assessable, that conditions (a) and (b) above have been satisfied and that, relying exclusively on certificates of good standing issued by the Security surrenderedrelevant securities authorities, condition (c) above is satisfied, except that the opinion need not be expressed with respect to those provinces which do not issue such certificates.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A1) a duly signed and completed conversion notice (the “Conversion Notice”)notice, in the form as set forth on the reverse of Security attached hereto as Exhibit AA (a “CONVERSION NOTICE”); (B2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 2.7 regarding the loss, theft, destruction or mutilation of the Security; (C3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D4) payment of any tax or duty, in accordance with Section 4.057.4, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion DateCONVERSION DATE.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent cash, if applicable, and a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.017.3) as soon as practicable following on the Conversion Dateapplicable date specified for such delivery in the third paragraph of Section 7.13(a) hereof. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date on which such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except Security except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is To convert a Note represented by a Global SecurityNote, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security DTC. To convert a Note that is represented by a Certificated SecurityNote, by delivery a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Security at the specified office of Conversion Notice to the Conversion Agent, accompanied, in either case, by: (A2) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice Note to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (C3) appropriate endorsements and transfer documents if required by the Conversion Agent; , furnish appropriate endorsement and transfer documents, and (D4) payment if required, pay all transfer or similar taxes. The Conversion Agent shall, within one (1) Business Day of any tax or dutyConversion Date, provide notice to the Company, as set forth in accordance with Section 4.0512.03, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name occurrence of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the such Conversion Date. The As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder Holder, through a the Conversion Agent a certificate for Agent, the number Required Cash Amount and Remaining Shares, if any (including Cash in lieu of whole shares of Common Stock issuable upon the conversion (Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) 10.03 hereof). The person in whose name the Security certificate representing any shares is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the last Trading Day of the Conversion DateReference Period; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. No separate payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of common stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock will thus be deemed (1) to satisfy the Company's obligation to pay the principal amount of a Note, and (2) to satisfy the Company's obligation to pay accrued and unpaid interest on the Note. As a converted Security or for dividends or distributions on shares of Common Stock issued result, upon conversion of a Security. Except as otherwise provided in this IndentureNote, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but and unpaid interest shall be on such Note is deemed paid in full upon conversion, rather than cancelled, forfeited extinguished or extinguished. forfeited. Holders of Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (cx) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) 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 or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The Company shall not be required to convert any Notes that are surrendered for conversion without payment of interest as required by this paragraph. If the Holder converts more than one Note at the same time, the Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of fractional shares) shall be based on the total principal amount of the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. 45 (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is To convert a Note represented by a Global SecurityNote, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security DTC. To convert a Note that is represented by a Certificated SecurityNote, by delivery a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Security at the specified office of Conversion Notice to the Conversion Agent, accompanied, in either case, by: (A2) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice Note to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (C3) appropriate endorsements and transfer documents if required by the Conversion Agent; , furnish appropriate endorsement and transfer documents, and (D4) payment if required, pay all transfer or similar taxes. The Conversion Agent shall, within one (1) Business Day of any tax or dutyConversion Date, provide notice to the Company, as set forth in accordance with Section 4.0512.03, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name occurrence of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the such Conversion Date. The 45 (b) As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder Holder, through a the Conversion Agent a certificate for Agent, the number Required Cash Amount and Remaining Shares, if any (including Cash in lieu of whole shares of Common Stock issuable upon the conversion (Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) 10.03 hereof). The person in whose name the Security certificate representing any shares is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the last Trading Day of the Conversion DateReference Period; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.45

Conversion Procedure. (a) The right A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion attaching of all of a Security also apply to any Security may be exercised at any time during which conversion is permitted of a portion of a Security. To convert a Security, a Holder must, in accordance with Section 4.01 (i) if such Security is represented by the case of a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance comply with the Applicable ProceduresProcedures of the Depositary, or (ii) if such Security is represented by and in the case of a Certificated Non-Global Security, by delivery (1) complete and manually sign the form of irrevocable conversion notice (or complete and manually sign a facsimile of such Security at the specified office of notice) and deliver such notice to the Conversion Agent, accompanied(2) surrender, in either caseif a Non-Global Security, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent Agent, and in accordance with Section 2.07 regarding the lossany such case, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person similar taxes and all other than the Holder of the Securitytaxes or duties, if required. The date first Business Day on which the Holder satisfies all of those requirements is the “conversion date (the "Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business "). As promptly as practicable on or after the Conversion Date. The , the Company shall issue and deliver to the Holder Holder, through a the Conversion Agent Agent, a certificate or certificates for the number of whole full shares of Common Stock issuable upon the conversion (conversion, and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) as soon as practicable following 12.4 (other than in the Conversion Date. (b) case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's Applicable Procedures). The person Person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record as of the close of business on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecuritySecurity in its entirety, such person Person shall no longer be a Holder of such Security. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No separate payment or adjustment shall will be made for dividends on, or other distributions with respect to, any shares of Common Stock except as provided in this Section. On conversion of a Security, that portion of accrued and unpaid interest, if any, through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any cash payment of accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security on a Regular Record Date, including any Securities converted subsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at 5:00 p.m. New York City time on such Regular Record Date shall receive the cash payment of interest payable on such Security on such Interest Payment Date notwithstanding the conversion thereof. Any conversion notice given during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment if it is converting a Security that the Company has called for redemption, or that the Holder is entitled to require the Company to repurchase from such Holder, if the conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date. Upon conversion, in lieu of settlement in shares of Common Stock, the Company may elect to settle in cash or a combination of cash and shares of Common Stock. If the Company elects to settle entirely in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date, cash in an amount equal to the product of (i) a number equal to (A) the aggregate principal amount of Securities to be converted divided by 1,000, multiplied by (B) the Conversion Rate in effect on the Conversion Date, and (ii) 100% of the average sale price for dividends or distributions the five consecutive Trading Days ending on the third Trading Day preceding the Conversion Date. If the Company elects to settle a portion of the conversion obligation in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date a cash amount calculated as described in the immediately preceding sentence and will satisfy the balance of the Company's conversion obligation by delivering shares of Common Stock issued to such Holder. The Company shall notify any Holder that converts Securities, with a copy to the Trustee and the Conversion Agent, by the second Trading Day following the Conversion Date whether the Company will pay such Holder in cash, shares of Common Stock or a combination of cash and shares of Common Stock, and such notice shall state the relative percentages of each. The Company shall pay such Holder any portion of the principal amount of Securities surrendered for conversion by such Holder to be paid in cash on the third Trading Day after the Conversion Date. With respect to any portion of the principal amount of a Holder's Securities surrendered for conversion to be paid in Common Stock, the Company shall deliver shares of Common Stock to such Holder on the fourth Trading Day following the Conversion Date. The portion of any combination settlement represented by shares of Common Stock shall be calculated to the nearest full share, and the value of any fractional share shall be added to the cash payment portion of the combination settlement. Notwithstanding the foregoing, if an Event of Default pursuant to Section 5.1 (other than a default in a cash payment upon conversion of the debentures), has occurred and is continuing, the Company shall not be entitled to elect to settle in cash or a combination of cash and shares of Common Stock upon conversion of any Security, other than payment of cash in lieu of fractional shares pursuant to Section 12.4. Except as otherwise provided in this Indenture, by By delivering to the holder Holder the number of shares of Common Stock issuable upon conversion, determined by dividing the principal amount of the Securities being converted by the Conversion Price, together with a Cash payment cash payment, if any, in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14shares, the Company shall satisfy will have satisfied its obligation with respect to the conversion of the converted Securities. Accordingly, any accrued Accrued but unpaid interest (including Additional Amounts, if any) shall not be canceled, extinguished or forfeited but rather shall be deemed to be paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holderholder entitled thereto through the delivery of shares, together with a new Security equal cash payment, if any, in principal amount lieu of the unconverted portion of fractional shares, in exchange for the Security surrenderedbeing converted.

Conversion Procedure. (a) The right If this Note is to be automatically converted pursuant to Section 6.02, the Issuer shall deliver written notice to the Holders specifying the applicable number of Conversion Shares to be issued, the Equity Value of the Issuer, the date on which such conversion is expected to occur and calling upon the Holders to surrender to the Issuer, in the manner and place so designated, the Notes. Such notice shall be delivered at least five (5) Business Days prior to the expected date of conversion attaching and no more than 60 days prior to any Security the expected date of conversion. A conversion pursuant to Section 6.01 may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented effected by a Global Security, by book-entry transfer the Holder upon the surrender to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security Issuer at the specified principal office of the Conversion AgentIssuer of the Note, accompaniedduly endorsed or assigned to the Issuer or in blank, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a accompanied by notice to the Conversion Agent in accordance with Section 2.07 regarding Issuer that the loss, theft, destruction or mutilation Holder elects to convert the Original Issue Price of the Security; (C) appropriate endorsements indebtedness evidenced by such Note or, if less than the entire Original Issue Price of the Note is to be converted, the portion thereof to be converted, and transfer documents if required specifying the name or names in which the Holder wishes the certificate or certificates for the Common Stock to be issued. In case such notice shall specify a name or names other than that of the Holder, such notice shall be accompanied by the Conversion Agent; and (D) payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such Taxes, the Issuer will pay any tax or duty, in accordance with Section 4.05, which and all issue and other Taxes (other than Taxes based on income) that may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable on conversion of a Note. No payment or adjustment shall be made upon the any conversion (and Cash in lieu of a Note on account of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record dividends or other distributions payable on the Conversion DateShares; provided, however, that no the Holder shall be entitled to receive the full amount of any dividends or other distributions declared with respect to the Conversion Shares (i) with respect to a conversion pursuant to Section 6.01 with a record date on or after the effective date of such conversion or (ii) with respect to a conversion pursuant to Section 6.02, on or after the date the Issuer delivers notice of such conversion. A Holder’s notice to convert with respect to any optional conversion under Section 6.01 may be subject to one or more conditions, including agreement upon in the calculation of Equity Value pursuant to clauses (b) and (c) below (any such condition, the “Holder’s Equity Value Condition”). (b) In the case of an optional conversion pursuant to Section 6.01, the board of directors of the Issuer shall provide to Holder, as promptly as practicable following Holder’s delivery of a conversion notice, the good faith determination of the board of directors of the Issuer’s Equity Value. (c) If the Holder disagrees with such determination of the Equity Value delivered pursuant to Section 6.03(b): (i) The Holder shall have the right to respond to the Issuer’s board of directors with the Holder’s determination of the Issuer’s Equity Value. If the board of directors of the Issuer agrees to the Holder’s proposed Equity Value, then the Holder’s Equity Value Condition shall be deemed satisfied on the date of such agreement. (ii) If such board of directors of the Issuer in good faith rejects the Holder’s proposed Equity Value pursuant to Section 6.03(c)(i), then the Issuer’s board of directors and the applicable Holder shall mutually select a financial adviser or appraiser of national standing and reputation to act as an independent valuation expert (the “Valuation Expert”) within five (5) Business Days of such rejection. (iii) The Valuation Expert shall establish reasonable procedures for allowing both the Issuer and the Holder to submit evidence of the Equity Value such party deems appropriate. The Issuer shall direct the Valuation Expert to deliver the Valuation Expert’s full written report with respect to its conclusions of Equity Value as soon as reasonably practicable to the Issuer and to the Holder, but in any event within thirty (30) days following its appointment. The Valuation Expert’s determination of Equity Value shall be final and binding on the Issuer and the Holder, absent manifest error, and the Holder may elect to convert its Notes pursuant to Section 6.01 based on such Equity Value or rescind its conversion notice. The fees and expenses of the Valuation Expert shall be borne equally by the Issuer and such Holder. (d) The Holder’s election to convert the Notes pursuant to Section 6.01(a) shall be subject to the Holder’s right to revoke such election at its sole discretion (i) if the Issuer revokes its election to prepay the Notes pursuant to Section 2.11 or (ii) following the Valuation Expert’s determination of the Equity Value pursuant to Section 6.03(c)(iii). (e) As promptly as practicable, and in any event within five (5) Business Days after (x) in the case of a conversion pursuant to Section 6.01, the surrender of a Security Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the other conditions Issuer that such taxes have been paid), or (y) in the case of a conversion pursuant to Section 4.04(a) on any date when 6.02, the stock transfer books consummation of the Company Qualified Public Offering or achieving the Minimum Public Float, the Issuer shall deliver or cause to be delivered, either by personal delivery or by certified or registered mail or by a recognized overnight courier service, in any such case, properly insured, to the Holder in accordance with the written instructions of the Holder (i) certificates representing the number of Conversion Shares to which the Holder shall be closed entitled, and (ii) if after giving effect to such conversion, any principal amount remains outstanding under such Note, a new Note, for the balance of the principal amount that remains outstanding. Such conversion shall be effective deemed to constitute have been made at the close of business on the date of giving such notice and of such surrender of such Note so that the rights of the Holder (as a noteholder) with respect to the principal amount being converted shall cease, and the person or persons entitled to receive the shares of Common Stock Conversion Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Securityday. No separate payment or adjustment All accrued but unpaid interest through the Business Day immediately preceding the date of such conversion with respect to the principal amount of the indebtedness evidenced by this Note being converted shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on deemed to be paid in full upon conversion. (f) No fractional shares of Common Stock shall be issued upon conversion of a SecurityNote. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in In lieu of the Issuer issuing any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to any Holder upon the conversion of a Note, the SecuritiesIssuer shall pay to such Holder an amount in cash at the time of delivery of the certificate or certificates evidencing the Conversion Shares equal to the product obtained by multiplying the applicable per share price of the Conversion Shares by the fraction of a share not issued pursuant to this Section 6.03(f). Accordingly, any accrued but unpaid interest All Notes delivered for conversion by a Holder on the same conversion date shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedaggregated for purposes of determining the number of Conversion Shares to be delivered pursuant to this Section 6.03(f). (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. Before the Investor is entitled to convert this Note into shares of Common Stock pursuant to Section 4(a) above, the Investor will surrender this Note (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by or a Global Security, by book-entry transfer notice to the Conversion Agent through effect that the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security original Note has been lost, stolen, or destroyed or mutilated, a and an agreement acceptable to the Company whereby the Investor agrees to indemnify the Company from any loss incurred by it in connection with this Note) and give written notice to the Conversion Agent Company at its principal corporate office of the election to convert the same pursuant to Section 4(a), and will state therein the amount of the unpaid principal amount of this Note to be converted, together with all accrued and unpaid interest. Upon such conversion of this Note, the Investor will execute and deliver to the Company an investor representation statement in a form reasonably required by the Company. The Company will, as soon as practicable thereafter, issue and deliver to the Investor a certificate or certificates for the number of shares to which the Investor is entitled upon such conversion, including a check payable to the Investor for any cash amounts payable as described in Section 4(d). If this Note is converted by the Company in accordance with Section 2.07 regarding 4(b) above, written notice will be delivered to the loss, theft, destruction or mutilation Investor at the address last shown on the records of the Security; (C) appropriate endorsements Company for the Investor or given by the Investor to the Company for the purpose of notice, notifying the Investor of the conversion to be effected, specifying the Conversion Price, the principal amount of the Note to be converted, together with all accrued and transfer documents if unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender the Note to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, the Investor will execute and deliver to the Company an investor representation statement in a form reasonably required by the Conversion Agent; and (D) payment Company. Upon conversion of any tax or duty, this Note in accordance with this Section 4.054, which may this Note will be payable of no further force and effect, whether or not it is delivered for cancellation as set forth in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Datethis Section 4(c). The Company shall will, as soon as practicable thereafter, issue and deliver to the Holder through a Conversion Agent such Investor a certificate or certificates for the number of whole shares of Common Stock issuable to which the Investor is entitled upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemedsuch conversion, including a check payable to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions Investor for any cash amounts payable as described in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished4(d). (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Note, a Holder must (i1) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), included in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if Note and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding Company, (2) surrender the lossNote to the Company, theft, destruction or mutilation of the Security; (C3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; Company’s transfer agent or the Company, and (D4) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those these requirements is the “Conversion Date.” The Securities shall be deemed ” (b) A Note in respect of which a Holder has delivered a Repurchase Exercise Notice pursuant to Section 3.1 may be converted immediately pursuant to Section 4.1 only if such notice is withdrawn by a written notice of withdrawal delivered to the Company prior to the Close of Business 5:00 p.m. New York City time on the Conversion Date. second Business Day immediately preceding the Fundamental Change Repurchase Date in accordance with Section 3.1. (c) The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (any Shares and Cash cash in lieu of any fractional shares pursuant deliverable upon conversion to Section 4.01) as soon as practicable following the respective Holders for their accounts no later than the third Business Day on or after the Conversion Date. (bd) The person in whose name the Security certificate for the Shares is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate based on the Applicable Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Note. (e) Except as otherwise provided in this IndentureSection 4.2, by delivering the Company’s delivery to the holder Holder of the shares full number of Common Stock issuable upon conversionShares into which the Note is convertible, together with a Cash any cash payment in lieu of any for such Holder’s fractional shares or for its settlement obligations pursuant to Section 4.144.3, shall be deemed to satisfy the Company shall satisfy its Company’s obligation with respect to pay the principal amount of the Note and accrued but unpaid interest, if any, attributable to the period from the most recent interest payment date to the conversion of the Securitiesdate. AccordinglyAs a result, any accrued but unpaid interest shall interest, if any, to the Conversion Date is deemed to be deemed paid in full upon conversion, rather than cancelled, forfeited extinguished or extinguishedforfeited. (cf) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate execute and deliver to the Holder, Holder a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global To convert an Applicable Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of the Applicable Security attached hereto as Exhibit A; (Bor complete and manually sign a facsimile of such notice) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding Agent, (2) surrender the lossApplicable Security to the Conversion Agent, theft, destruction or mutilation of the Security; (C3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; Agent and (D4) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of similar tax, if required; provided that a Person other than that holds a beneficial interest in a Global Security shall comply with the Holder of the SecurityApplicable Procedures. The date on which the Holder satisfies all of those requirements is the conversion date (the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to ”). On the Close of third Business on Day following the Conversion Date. The , the Company shall deliver to the Holder Holder, through a the Conversion Agent a certificate for Agent, the number of whole full shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) 8.3 of this Supplemental Indenture. The Company shall determine the number of full shares of Common Stock and the amounts of cash with respect to any fractional share determined as soon as practicable following described in Section 8.3 of this Supplemental Indenture and shall set forth such information in an Officers’ Certificate delivered to the Conversion Date. Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. Notwithstanding the preceding paragraph, if any calculation required in order to determine the number of shares of Common Stock the Company shall deliver in respect of any conversion under this Section 8.2 is based upon data that shall not be available to the Company on the Conversion Date (bincluding, without limitation, in the event of a conversion immediately following a Spin-Off described in Section 8.8(b) of this Supplemental Indenture, or a tender offer or exchange offer described in Section 8.8(c) of this Supplemental Indenture), the Company shall delay the settlement of such conversion until the third Business Day after the relevant data becomes available. The person Person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a an Applicable Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Applicable Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a an Applicable Security, such person Person shall no longer be a Holder of such Applicable Security. Persons holding beneficial interests in Global Securities may surrender an interest in an Applicable Security for conversion by means of a book-entry delivery in accordance with the Applicable Procedures of the Depositary. No separate payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article VIII. On conversion of an Applicable Security, that portion of accrued and unpaid interest on a converted interest, if any, attributable to the period from the Issue Date of the Applicable Security or the most recent Interest Payment Date through the Conversion Date with respect to the converted Applicable Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock and cash payment, if any, in lieu of fractional shares, in exchange for dividends or distributions on the Applicable Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock issued upon conversion (together with any such cash payment including cash in lieu of a Security. Except fractional shares) shall be treated as otherwise provided in this Indentureissued, by delivering to the holder extent thereof, first in exchange for the accrued and unpaid interest, if any, on the Applicable Security being converted through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Applicable Security being converted pursuant to the provisions hereof. If a Holder converts more than one Applicable Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion shall be based on the aggregate principal amount of the SecuritiesApplicable Securities converted. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a an Applicable Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Applicable Security in an authorized denomination equal in principal amount of to the unconverted portion of the Applicable Security surrendered. Upon conversion of a beneficial interest in a Global Security, the Trustee shall make or cause to be made a notation on such Global Security, and comply with the Applicable Procedures, to reflect a decrease in the aggregate amount of the Applicable Securities represented thereby. Holders of Applicable Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date will receive the semiannual interest payable on such Applicable Securities on the corresponding Interest Payment Date notwithstanding the conversion at any time after the close of business on such Regular Record Date. Applicable Securities surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date must be accompanied by payment of an amount equal to the interest that is to be paid on such Interest Payment Date on the Applicable Securities so converted; provided such payment shall not be required: (1) in connection with a conversion following the Regular Record Date next preceding the Stated Maturity; (2) 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; or (3) to the extent of any overdue interest, if any such overdue interest exists at the time of conversion with respect to the Applicable Securities.

Conversion Procedure. (a) The right To convert a Security (or any portion thereof) into shares of conversion attaching to Common Stock on any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 date (the "CONVERSION DATE"), a Holder must (i) if complete and manually sign the conversion notice on the back of the Security (or a facsimile of the conversion notice) specifying the Principal Amount of such Security is represented by such Holder seeks to convert and deliver such notice (the "NOTICE OF CONVERSION") to a Global SecurityConversion Agent, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such surrender the Security is represented by to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (Aiii) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; Agent and (Div) payment pay any transfer or similar tax, if required. Anything herein to the contrary notwithstanding, in the case of any tax or dutyGlobal Securities, a Notice of Conversion shall be delivered and such Securities shall be surrendered for conversion in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery rules and procedures of the Common Stock Depositary as in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed effect from time to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Datetime. (b) The person Company will, as soon as practicable after the Conversion Date, but in whose name no event later than two Trading Days following the Security is registered delivery of a Notice of Conversion (the "SHARE DELIVERY DATE") issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be deemed, entitled. The Person or Persons entitled to the extent receive such person receives Common Stock upon conversionsuch conversion shall be treated for all purposes as the record holder or holders of such Common Stock, to be a stockholder as of record the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Security, such person Person shall no longer be a Holder of such Security. No separate Except as otherwise provided in Section 13.06, no payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering All Securities or portions thereof surrendered for conversion during the period from the close of business on the Record Date to the holder opening of business on the shares day immediately following the Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of Common Stock issuable upon conversionan amount equal to the interest otherwise payable on such Interest Payment Date on the Principal Amount being converted; provided, together with a Cash however, that no such payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, need be made if (i) the Company shall satisfy its obligation with respect has specified a Company Redemption Date that is after a Record Date and on or prior to the corresponding Interest Payment Date, or (ii) there shall exist at the time of conversion a default in the payment of interest on the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) Subject to Section 13.02(b), the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion in cash and shares of fully paid Common Stock, if applicable, by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The right Daily Settlement Amounts shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion attaching to which Additional Shares shall be added to the Conversion Rate on the later to occur of (1) the Effective Date and (2) the third Trading Day immediately following the last day of the applicable Observation Period. (c) Before any Security may holder of a Note shall be exercised at any time during which conversion is permitted entitled to convert the same as set forth above, such holder shall (1) in accordance with Section 4.01 (i) if such Security is represented by the case of a Global SecurityNote, by book-entry transfer comply with the procedures of the Depositary in effect at that time 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 13.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent through in the facilities form on the reverse of such certificated Note, (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(C) if required, in either case, by: (A) a duly signed and completed conversion notice (pay funds equal to interest payable on the “Conversion Notice”), in the form next Interest Payment Date to which such holder is not entitled as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lostin Section 13.02(i), stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax if required, pay all taxes or dutyduties, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityif any. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities A Note shall be deemed to be have been converted immediately prior to the Close of Business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01, as the case may be. 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, if any, that shall be payable upon conversion 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. (d) Delivery of the amounts owing in satisfaction of the Conversion Obligation shall be made by the Company in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall deliver make such delivery by paying the cash amount owed to the Holder through a Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a certificate book-entry transfer through the Depositary for the number of whole full shares of Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation (together with any cash in lieu of fractional shares). (e) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock issuable to be issued in a name other than the holder’s name. The 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 which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) Note as soon as practicable following the Conversion Dateprovided in this Article. (bh) 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 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. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Extension Fee, if any) and the Conversion Rate shall not be adjusted except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note. Upon conversion, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed forfeited. Notwithstanding the preceding sentence, if Notes are converted after the Close of Business on a record date, holders of such Notes as of the Close of Business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any regular record date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on the Notes so converted; provided, however, that no such payment need be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Interest, if any) on converted Notes. (j) The person Person in whose name the Security certificate for any shares of Common Stock issued upon conversion is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (k) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Securityany Note or Notes. Except as otherwise provided in this Indenture, by delivering to the holder the shares Instead of any fractional share of Common Stock issuable that would otherwise be issued upon conversion, together with a Cash payment in lieu conversion of any fractional shares Note or for its settlement obligations pursuant to Section 4.14Notes (or specified portions thereof), the Company shall satisfy its obligation with pay a cash adjustment in respect of such fraction (calculated to the conversion nearest one-100th of a share) in an amount equal to the same fraction of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount Last Reported Sale Price of the unconverted portion Common Stock on the last day of the Security surrenderedapplicable Observation Period.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted To convert a Note, a Holder must satisfy the requirements set forth in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities paragraph 8 of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the SecurityNotes. The date on which the Holder satisfies all of those requirements is the “conversion date (the "Conversion Date.” "). The Securities Conversion Agent shall be deemed to be converted immediately prior to notify the Close Company of the Conversion Date within one Business on Day of the Conversion Date. The Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Note shall be converted into shares of Class A Common Stock or paid in cash, unless the Company shall have delivered such notice previously pursuant to Section 3.04 of the Indenture. If the Company shall have notified the Holder that all of such Note shall be converted into shares of Class A Common Stock, the Company shall deliver to the Holder through a the Conversion Agent Agent, as promptly as practicable but in any event no later than the fifth Business Day following the date of the Company's notice of its election to deliver shares of Class A Common Stock a certificate for the number of whole full shares of Class A Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) 303 hereof. Except as soon as practicable provided in the last sentence in the second paragraph of Section 301 hereof, if the Company shall have notified the Holder that all or a portion of such Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following the such Conversion Date. (b) The person , together with a certificate for the number of full shares of Class A Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 303 hereof. Except as provided in the last sentence in the second paragraph of Section 301 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the Holder in accordance with this paragraph. If shares of Class A Common Stock are delivered as consideration, then the Person in whose name the Security certificate representing such shares is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such SecurityNote and such Note shall be cancelled and no longer Outstanding. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends on, or other distributions on shares of with respect to, any Class A Common Stock issued upon except as provided in this Article 3. On conversion of a Security. Except as otherwise provided in this IndentureNote, by delivering that portion of accrued Original Issue Discount attributable to the holder period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in Section 401, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise through the Conversion Date) with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the provisions hereof; and such cash, if any, and/or the fair market value of such shares of Class A Common Stock issuable upon conversion, (together with a Cash any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in Section 401) accrued through the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares or shares) shall be treated as delivered in exchange for its settlement obligations the Issue Price of the Note being converted pursuant to Section 4.14the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note at the same time, the number of shares of Class A Common Stock issuable or cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Notes converted. Notes surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Notes to be redeemed on a date within this period or on the next Interest Payment Date, must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Notes surrendered for conversion. Except where Notes surrendered for exchange must be accompanied by payment as described above, the Company shall satisfy its obligation with respect will not pay interest on any Interest Payment Date subsequent to the conversion of the SecuritiesConversion Date. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount of Principal Amount at Maturity to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may Each Note shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. b) In order to exercise the conversion right with respect to any interest in Global Notes, accompanied, in either case, by: (A) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepositary’s book-entry conversion program, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (Dpay the funds, if any, required by Section 7.03(c) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of and any transfer involving taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the issue Company, the Trustee or delivery the Registrar for any registration of transfer or exchange of notes except in compliance with the Common Stock in below provisions governing exercise of conversion rights. In order to exercise the name of a Person other than conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (1) complete and manually sign the Securityconversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice; (2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (3) if required, furnish appropriate endorsements and transfer documents, (4) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The Securities ” c) On the third Business Day immediately following the Conversion Date, the Company shall issue and shall deliver to the converting Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion in accordance with the provisions of this Article 7. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the Conversion Date for such Notes (or portion thereof) and the converting Holder shall be converted immediately prior deemed to have become the record holder of any shares of Common Stock due upon such conversion as of the Close of Business on the relevant Conversion Date. d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall deliver to notify the Holder Trustee in writing of any conversions of Notes effected through a any Conversion Agent a certificate for other than the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion DateTrustee. (be) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Each share certificate representing Common Stock issued upon conversion of a Security. Except the Notes that are Restricted Notes shall bear the Restricted Stock Legend as otherwise provided set forth in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished3.07. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted To convert a Series 3 1/4% Note a Holder must satisfy the requirements contained in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities paragraph 7 of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the SecuritySeries 3 1/4% Notes. The date on which the a Holder of Series 3 1/4% Notes satisfies all of those requirements is the “conversion date (the "Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on "). As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder Holder, through a the Conversion Agent Agent, a certificate for the number of whole full shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares share determined pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) 3.03. The person Person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Series 3 1/4% Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Series 3 1/4% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecuritySeries 3 1/4% Note, such person Person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on Series 3 1/4% Note unless the Company defaults in the delivery of shares of Common Stock issued upon in respect of such conversion and such default continues for a period of a Security10 days. Except No payment or adjustment will be made for dividends or other distribution with respect to any Common Stock except as otherwise provided in this IndentureArticle III. If the Holder converts more than one Series 3 1/4% Note at the same time, by delivering to the holder the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion shall be based on the total Principal Amount of the SecuritiesSeries 3 1/4% Notes converted. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security Series 3 1/4% Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver make available for delivery to the Holder, a new Security Series 3 1/4% Note in an authorized denomination equal in principal amount of Principal Amount to the unconverted portion of the Security Series 3 1/4% Note surrendered. If the last day on which a Series 3 1/4% Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Series 3 1/4% Note may be surrendered to the Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. (a) The right To convert a Security, a Holder must satisfy the requirements in paragraph 8 of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 the Securities and (i) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (Aii) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 10.04 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityDepositary's book-entry conversion programs. The date on which the Holder satisfies all of those the foregoing requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on "CONVERSION DATE". As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Date. (b) Agent such cash and/or Common Stock as shall be specified in the Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the Security certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall will be made for accrued and unpaid interest interest, if any, or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as otherwise provided applicable, in this Indentureaccordance with the Registration Rights Agreement and shall be entitled to receive, by delivering at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the holder converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest or Liquidated Damages, if any, payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a1) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Security, a Holder must (i) if such the Security is represented by a Global Securityin definitive form, by book-entry transfer complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such the Security is represented by a Certificated Securityin definitive form, by delivery of such surrender the Security at the specified office of to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Biii) if such Certificated the Security has been lostis in definitive form, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 12.3 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Common Stock Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than three Business Days after the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all later of those requirements is days, the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole cash and shares of Common Stock issuable upon in the conversion (and Cash amounts calculated in lieu of any fractional shares pursuant to accordance with Section 4.01) as soon as practicable following the Conversion Date12.14. (b2) The person Person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (3) No separate payment or adjustment shall will be made for accrued and but unpaid interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureThe Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, by delivering if Securities are converted after the close of business on a Regular Record Date and prior to the holder opening of business on the shares next Interest Payment Date, including the date of Common Stock issuable upon conversionmaturity, together with a Cash payment in lieu Holders of any fractional shares or for its settlement obligations pursuant to Section 4.14, such Securities at the Company close of business on such Regular Record Date shall satisfy its obligation with respect to receive the conversion of the Securities. Accordingly, any accrued but unpaid interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Additional Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be deemed paid required (i) if such Security has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security; or (iv) in full upon conversionrespect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date and (b) after the Record Date immediately preceding March 15, rather than cancelled2027. If the Company defaults in the payment of interest (including Additional Interest, forfeited or extinguishedif any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (c4) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a1) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Note, a Holder must (i) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note and deliver such Security is represented by a Global Security, by book-entry transfer notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such Security the Note is represented by a Certificated Securityin definitive form, by delivery of such Security at surrender the specified office of Note to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Biii) if such Certificated Security has been lostthe Note is in definitive form, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 8.3 and (Dv) payment of any tax or dutyif the Note is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Common Stock Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all later of those requirements is days, the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a the Conversion Agent a certificate for the number of whole cash and shares of Common Stock issuable upon Stock, as applicable, in the conversion (and Cash amounts calculated in lieu of any fractional shares pursuant to accordance with Section 4.01) 8.14 or Section 8.15, as soon as practicable following the Conversion Dateapplicable. (b2) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock if the Company has not made a Physical Settlement Election, or (iii) if the Company has not made a Physical Settlement Election and elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Note has been determined; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Note. (3) No separate payment or adjustment shall will be made for accrued and but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Security Note or for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityNote. Except as otherwise provided in this IndentureThe Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, by delivering if Notes are converted after the close of business on a Regular Record Date and prior to the holder opening of business on the shares next Interest Payment Date, including the date of Common Stock issuable upon conversionmaturity, together with a Cash payment in lieu Holders of any fractional shares or for its settlement obligations pursuant to Section 4.14, such Notes at the Company close of business on such Regular Record Date shall satisfy its obligation with respect to receive the conversion of the Securities. Accordingly, any accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be deemed paid required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in full upon conversionrespect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, rather than cancelled2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, forfeited if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or extinguishedin the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date. (c4) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (aIf this Note is converted pursuant to Section 4(a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Securityor 4(b), by book-entry transfer the Holder shall give written notice to the Conversion Agent through Company and Parent notifying the facilities Company and Parent of its election to convert this Note and specifying the aggregate amount of the Depositary in accordance with unpaid principal amount of this Note and any accrued but unpaid interest and any other amounts payable under this Note that the Applicable ProceduresHolder elects to convert. Before the Holder shall be entitled to convert this Note, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security the Holder shall surrender this Note at the specified office of the Conversion AgentCompany’s principal executive office, accompaniedor, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security this Note has been lost, stolen, destroyed or mutilated, a notice then, in the case of loss, theft or destruction, the Holder shall deliver an indemnity agreement reasonably satisfactory in form and substance to the Conversion Agent Company (without the requirement of a bond) or, in accordance with Section 2.07 regarding the losscase of mutilation, theft, destruction or mutilation the Holder shall surrender and cancel this Note. At the request of the Security; (C) appropriate endorsements Company, Parent shall, as soon as practicable thereafter, issue and transfer documents if required by deliver to the Conversion Agent; and (D) payment Company a certificate or certificates for the number of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on shares to which the Holder satisfies all shall be entitled upon such conversion, and the Company promptly thereafter shall transfer to such Holder at the address indicated in the Holder’s notice of those requirements is its election to convert this Note a certificate or certificates for the “Conversion Date.” The Securities number of shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company). Such conversion shall be deemed to be converted have been made immediately prior to the Close close of Business business on the Conversion Datedate of the surrender of this Note or the delivery of an indemnity agreement. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive from the shares of Common Stock Company the securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock securities on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute . If a portion of the person or persons entitled to receive such shares outstanding principal amount of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a this Note is converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.144(b), a new Note shall promptly be delivered to the Company Holder for the unconverted balance of the principal amount of this Note and shall satisfy its obligation be identical (other than with respect to the conversion principal amount) as to all of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount terms of the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 To convert a Security, a Holder must (i) if such the Security is represented by a Global Securityin definitive form, by book-entry transfer complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such the Security is represented by a Certificated Securityin definitive form, by delivery of such surrender the Security at the specified office of to the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (Biii) if such Certificated the Security has been lostis in definitive form, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 10.03 and (Dv) payment of any tax or dutyif the Security is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityApplicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on As promptly as practicable after the Conversion Date. The Date and in any event within four Business Days thereof, the Company and the Parent shall deliver to the Holder through a the Conversion Agent a certificate for (1) to the extent applicable, cash in the amount calculated in accordance with Section 10.14, (2) the number of whole shares of Common Stock issuable upon the conversion and (and Cash 3) cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date10.14. (b) The person Person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company Parent shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Parent had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (c) No separate payment or adjustment shall will be made for accrued and but unpaid interest (including Liquidated Damages, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureNeither the Company nor the Parent shall not adjust the Conversion Price to account for the accrued but unpaid interest. Nonetheless, by delivering if Securities are converted after the close of business on a regular record date and prior to the holder opening of business on the shares next interest payment date, including the date of Common Stock issuable upon conversionmaturity, together with a Cash payment in lieu Holders of any fractional shares or for its settlement obligations pursuant to Section 4.14, such converted Securities at the Company close of business on such regular record date shall satisfy its obligation with respect to receive the conversion of the Securities. Accordingly, any accrued but unpaid interest (including Liquidated Damages, if any) payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Liquidated Damages, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be deemed paid required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in full upon conversionthe payment of interest (including Liquidated Damages, rather than cancelledif any) payable on the interest payment date, forfeited or extinguishedthe Conversion Agent shall repay such funds to the Holder. (cd) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to To convert a Security (or any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 portion thereof) (i) if such Security is represented by held other than in global form) into shares of Common Stock on any date (a Global Security“Conversion Date”), by book-entry transfer to a Holder must (i) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with Security (or a facsimile of the Applicable Procedures, or (iiconversion notice) if such Security is represented by a Certificated Security, by delivery specifying the Principal Amount of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed such Holder seeks to convert and completed conversion deliver such notice (the “Notice of Conversion”) to a Conversion Notice”)Agent, in (ii) surrender the form as set forth on the reverse of Security attached hereto as Exhibit A; to a Conversion Agent, (Biii) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; Agent and (Div) payment of pay any transfer or similar tax or duty, in accordance with Section 4.0513.04, which may be payable in respect of any transfer involving if required. Anything herein to the issue or delivery of the Common Stock contrary notwithstanding, in the name case of Global Securities, a Person other than the Holder Notice of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The shall be delivered and such Securities shall be deemed surrendered for conversion in accordance with the rules and procedures of the Depositary as in effect from time to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Datetime. (b) The person Company will, as soon as practicable after a Conversion Date, but in whose name no event later than three Trading Days following the Security delivery of a Notice of Conversion (the “Share Delivery Date”) (i) provided the Conversion Agent is registered participating in the Depositary’s Fast Automated Securities Transfer Program, such aggregate number of shares of Common Stock to which the applicable Holder shall be deemedentitled to such Holder’s or its nominee’s or nominees’ balance account with the Depositary through its Deposit Withdrawal Agent Commission system, or (ii) if the Conversion Agent is not participating in the Depositary’s Fast Automated Securities Transfer Program, issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to the extent which such person receives Holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon conversionsuch conversion shall be treated for all purposes as the record holder or holders of such Common Stock, to be a stockholder as of record the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Security, such person Person shall no longer be a Holder of such Security. No separate Except as otherwise provided in Section 13.06, no payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the Principal Amount being converted as otherwise of a Conversion Date to the extent provided for in this Indenture, by delivering to Section 13.02(b). If the holder Conversion Date occurs between the shares close of Common Stock issuable upon conversion, together with a Cash payment in lieu business on the Record Date and the opening of any fractional shares or for its settlement obligations pursuant to Section 4.14business on the immediately following Interest Payment Date, the Company shall satisfy its obligation with respect pay to the conversion of applicable Holder in cash, on such Interest Payment Date, an amount equal to the Securities. Accordingly, any accrued but and unpaid interest shall be deemed paid in full upon conversionthrough the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, rather than cancelledhowever, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, if the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver pays such Holder on such Interest Payment Date an amount equal to the Holderinterest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, a new Security such Holder shall promptly pay to the Company an amount equal in principal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the unconverted portion of Conversion Date for the Security surrenderedPrincipal Amount converted by such Holder.

Conversion Procedure. (a) Subject to Section 13.02(b), the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion in cash and shares of fully paid Common Stock, if applicable, by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The right Daily Settlement Amounts shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion attaching to which Additional Shares shall be added to the Conversion Rate on the later to occur of (1) the Effective Date and (2) the third Trading Day immediately following the last day of the applicable Observation Period. (c) Before any Security may holder of a Note shall be exercised at any time during which conversion is permitted entitled to convert the same as set forth above, such holder shall (1) in accordance with Section 4.01 (i) if such Security is represented by the case of a Global SecurityNote, by book-entry transfer comply with the procedures of the Depositary in effect at that time 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 13.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent through in the facilities form on the reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Depositary Conversion Agent and shall state in accordance writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the Applicable Procedurescertificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (ii) if such Security is represented and accompanied by a Certificated Securityappropriate endorsement and transfer documents), by delivery of such Security at the specified office of the Conversion Agent, accompanied(C) if required, in either case, by: (A) a duly signed and completed conversion notice (pay funds equal to interest payable on the “Conversion Notice”), in the form next Interest Payment Date to which such holder is not entitled as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lostin Section 13.02(i), stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax if required, pay all taxes or dutyduties, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securityif any. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities A Note shall be deemed to be have been converted immediately prior to the Close of Business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01, as the case may be. 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, if any, that shall be payable upon conversion 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. (d) Delivery of the amounts owing in satisfaction of the Conversion Obligation shall be made by the Company in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall deliver make such delivery by paying the cash amount owed to the Holder through a Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a certificate book-entry transfer through the Depositary for the number of whole full shares of Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation (together with any cash in lieu of fractional shares). (e) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock issuable to be issued in a name other than the holder’s name. The 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 which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) Note as soon as practicable following the Conversion Dateprovided in this Article. (bh) 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 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. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Extension Fee, if any) and the Conversion Rate shall not be adjusted except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note. Upon conversion, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed forfeited. Notwithstanding the preceding sentence, if Notes are converted after the Close of Business on a record date, holders of such Notes as of the Close of Business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any regular record date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on the Notes so converted; provided, however, that no such payment need be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Interest, if any) on converted Notes. (j) The person Person in whose name the Security certificate for any shares of Common Stock issued upon conversion is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (k) No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Securityany Note or Notes. Except as otherwise provided in this Indenture, by delivering to the holder the shares Instead of any fractional share of Common Stock issuable that would otherwise be issued upon conversion, together with a Cash payment in lieu conversion of any fractional shares Note or for its settlement obligations pursuant to Section 4.14Notes (or specified portions thereof), the Company shall satisfy its obligation with pay a cash adjustment in respect of such fraction (calculated to the conversion nearest one-100th of a share) in an amount equal to the same fraction of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount Last Reported Sale Price of the unconverted portion Common Stock on the last day of the Security surrenderedapplicable Observation Period.

Conversion Procedure. (a) The right of conversion attaching to any Security may Each Note shall be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security convertible at the specified office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Notes, accompanied, in either case, by: (A) a duly signed and completed the Holder must complete the appropriate instruction form for conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice pursuant to the Conversion Agent in accordance with Section 2.07 regarding the lossDepository’s book-entry conversion program, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the issue Company, the Trustee or delivery the Registrar for any registration of transfer or exchange of Notes except in compliance with the Common Stock in below provisions governing exercise of conversion rights. In order to exercise the name of a Person other than conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the Securityconversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such notice to a Conversion Agent, which action shall be irrevocable; (ii) surrender the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties. The date on which the Holder satisfies all of those the applicable requirements set forth above is the “Conversion Date.” The Securities ” (c) On the third Business Day immediately following the Conversion Date, the Company shall issue and shall deliver to the converting Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion in accordance with the provisions of this Article 7. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements set forth above in Section 7.02(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name any certificate or certificates for shares of Common Stock shall be converted immediately prior issuable upon such conversion shall be deemed to have become, as of the Close of Business on the relevant Conversion Date. The Company shall deliver to Date that such Holder converted the Holder through a Conversion Agent a certificate for Notes, the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder holder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such represented thereby. (d) Upon the conversion as of an interest in a Global Note, the record holder Trustee (or holders of such shares of Common Stock other Conversion Agent appointed by the Company) shall make a notation on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective Global Note as to constitute the person or persons entitled to receive such shares reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of Common Stock as any conversions of Notes effected through any Conversion Agent other than the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Trustee. (e) Each share certificate representing Common Stock issued upon conversion of a Security. Except the Notes that are Restricted Notes shall bear the Restricted Stock Legend as otherwise provided set forth in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, 3.07 and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.Exhibit A.

Conversion Procedure. (a) The right of conversion attaching to To convert a Security (or any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 portion thereof) (i) if such Security is represented by held other than in global form) into shares of Common Stock on any date (a Global Security“Conversion Date”), by book-entry transfer to a Holder must (i) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with Security (or a facsimile of the Applicable Procedures, or (iiconversion notice) if such Security is represented by a Certificated Security, by delivery specifying the Principal Amount of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed such Holder seeks to convert and completed conversion deliver such notice (the “Notice of Conversion”) to a Conversion Notice”)Agent, in (ii) surrender the form as set forth on the reverse of Security attached hereto as Exhibit A; to a Conversion Agent, (Biii) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; Agent and (Div) payment of pay any transfer or similar tax or duty, in accordance with Section 4.0513.04, which may be payable in respect of any transfer involving if required. Anything herein to the issue or delivery of the Common Stock contrary notwithstanding, in the name case of Global Securities, a Person other than the Holder Notice of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The shall be delivered and such Securities shall be deemed surrendered for conversion in accordance with the rules and procedures of the Depositary as in effect from time to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Datetime. (b) The person Company will, as soon as practicable after a Conversion Date, but in whose name no event later than three Trading Days following the Security delivery of a Notice of Conversion (the “Share Delivery Date”) (i) provided the Conversion Agent is registered participating in the Depositary’s Fast Automated Securities Transfer Program, issue and transfer such aggregate number of shares of Common Stock to which the applicable Holder shall be deemedentitled to such Holder’s or its nominee’s or nominees’ balance account with the Depositary through its Deposit Withdrawal Agent Commission system, or (ii) if the Conversion Agent is not participating in the Depositary’s Fast Automated Securities Transfer Program, issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to the extent which such person receives Holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon conversionsuch conversion shall be treated for all purposes as the record holder or holders of such Common Stock, to be a stockholder as of record the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Security, such person Person shall no longer be a Holder of such Security. No separate Except as otherwise provided in Section 13.06, no payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the Principal Amount being converted as otherwise of a Conversion Date to the extent provided for in this Indenture, by delivering to Section 13.02(b). If the holder Conversion Date occurs between the shares close of Common Stock issuable upon conversion, together with a Cash payment in lieu business on the Record Date and the opening of any fractional shares or for its settlement obligations pursuant to Section 4.14business on the immediately following Interest Payment Date, the Company shall satisfy its obligation with respect pay to the conversion of applicable Holder in cash, on such Interest Payment Date, an amount equal to the Securities. Accordingly, any accrued but and unpaid interest shall be deemed paid in full upon conversionthrough the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, rather than cancelledhowever, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, if the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver pays such Holder on such Interest Payment Date an amount equal to the Holderinterest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, a new Security such Holder shall promptly pay to the Company an amount equal in principal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the unconverted portion of Conversion Date for the Security surrenderedPrincipal Amount converted by such Holder.

Conversion Procedure. (a) The right To convert a Note, a Holder must satisfy the requirements of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 this Article 10 and (i) if complete and manually sign the irrevocable conversion notice on the back of the Note and deliver such Security is represented by a Global Security, by book-entry transfer notice to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable ProceduresAgent, or (ii) if such Security is represented by a Certificated Securitythe Notes are in certificated form, by delivery of such Security at deliver the specified office of Note to the Conversion Agent, accompanied, in either case, by: (Aiii) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; and , (Div) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving or other tax, if required by Section 10.03 and/or (v) if the issue or delivery of Note is held in book-entry form, complete and deliver to the Common Stock in Depositary appropriate instructions pursuant to the name of a Person other than the Holder of the SecurityApplicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As soon as practicable after the Conversion Date. The Date and in any event within four Business Days thereof, the Company shall deliver to the Holder through a the Conversion Agent (1) cash in the amount calculated in accordance with Section 10.15 and (2) either (A) a certificate for or (B) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date10.15. (b) The person Person in whose name the Security Note is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 10.02); provided that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Note. (c) No separate payment or adjustment shall will be made for accrued and unpaid interest regular cash interest, on a converted Security Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this IndentureNote, by delivering but if any Holder surrenders a Note for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest, payable on such interest payment date shall be paid to the holder the shares Holder of Common Stock issuable upon such Note on such interest payment date. In such event, such Note, when surrendered for conversion, together with must be accompanied by delivery of a Cash check payable to the Conversion Agent in an amount equal to the interest, payable on such interest payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required if such Note is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest, payable on the interest payment date, the Conversion Agent shall satisfy its obligation with respect repay such funds to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedHolder. (cd) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company Ordersigned by two Officers, authenticate and deliver to the Holder, a new Security Note equal in principal amount of to the unconverted portion of the Security Note surrendered.

Conversion Procedure. To convert a 2006 Note, a Holder must (a) The right of complete and manually sign the conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to notice on the Conversion Agent through the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if 2006 Note and deliver such Security is represented by notice to a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied(b) surrender the 2006 Note to a Conversion Agent, in either case, by: (Ac) a duly signed and completed conversion notice (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) furnish appropriate endorsements and transfer documents if required by the a Registrar or a Conversion Agent; , and (Dd) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of pay any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Securitysimilar tax, if required. The date on which the Holder satisfies all of those requirements is the “"Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on " As soon as practicable after the Conversion Date. The , the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash cash in lieu of any fractional shares pursuant to Section 4.01) 12.03. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2006 Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as soon as practicable following the Conversion Date. (b) in effect from time to time. The person Person in whose name the Security Common Stock certificate is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) 2006 Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security2006 Note, such person Person shall no longer be a Holder of such Security2006 Note. No separate payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security2006 Note. 2006 Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding 2006 Notes or portions thereof called for redemption or presented for purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such 2006 Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such 2006 Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this IndentureSection 12.02, by delivering no payment or adjustment will be made for accrued interest on a converted 2006 Note. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the holder right of a Holder in whose name any 2006 Note is registered at the close of business on a record date to receive the interest payable on such 2006 Note on the related interest payment date in accordance with the terms of this Indenture and the 2006 Notes. If a Holder converts more than one 2006 Note at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) based on the aggregate principal amount of 2006 Notes converted. Upon surrender of a Security 2006 Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security 2006 Note equal in principal amount of to the unconverted portion of the Security 2006 Note surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at At any time during which prior to the payment of this Note in full, the holder of this Note may convert all or any portion of the outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of this Note shall be entitled to receive, upon conversion is permitted of this Note, Common Shares equal to the sum of (x) the principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in accordance with effect (as adjusted for any stock dividends, stock splits or Organic Change described in Section 4.01 6.5 below). (b) Except as otherwise expressly provided herein, each conversion of this Note shall be deemed to have been effected as follows: (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through holder provides the facilities Company written notice of the Depositary in accordance with conversion prior to 12:01 pm EST, then the Applicable Procedures, conversion shall be effective on the day on which the notice was received by the Company or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office holder provides the Company written notice of the Conversion Agentconversion after 12:01 pm EST, accompanied, in either case, by: (A) a duly signed and completed then the conversion notice (the “Conversion Notice”), in the form as set forth shall be effective on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to first business day following the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date day on which the Holder satisfies all of those requirements is notice was received by the “Company (such date, the "Conversion Date.” The Securities "). At such time as such conversion has been effected, the rights of the holder of this Note to the extent of the conversion shall cease, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to be issued upon such conversion shall be deemed to be converted immediately have become the holder or holders of record of the Common Shares represented thereby. (c) Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Conversion Date in connection with (i) any notes issued by the Close Company pursuant to the Credit Agreement, (ii) that certain Second Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of Business $1,919,818, or (iiii) that Fourth Amended and Restated Convertible Promissory Note dated April 30, 2010, in the principal amount of $4,588,927, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). (d) As soon as possible after a conversion has been effected (but in any event within five (5) business days of the Conversion Date. The ), the Company shall deliver to the Holder through a Conversion Agent converting holder: a certificate for or certificates representing the number of whole Common Shares (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts, and Default PIK Amounts) in such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares as shall be determined by dividing (x) the Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Price; and if requested by the holder in the notice of conversion, a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a fractional share of Common Shares; provided, however, that for purposes of this Section 6.1(d), the Company shall only be entitled to deliver Common Shares to the converting holder if such Common Shares would not be in excess of the Issuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. (e) If any fractional share of Common Shares would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the Market Price of such fractional share as of the date of such conversion. (f) The issuance of certificates for Common Shares upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that the Common Shares issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. (g) The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. (h) The Company shall not effect any conversion of this Note, and the holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the holder or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the conversion (and Cash in lieu number of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) The person in whose name the Security is registered shall be deemed, to the extent such person receives Common Stock upon conversion, to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock which are issuable upon such (A) conversion as of the record remaining, unconverted principal amount of this Note beneficially owned by the holder or holders any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Notice of Conversion shall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the number of outstanding shares of Common Stock Stock, the holder may rely on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such number of outstanding shares of Common Stock as stated in the record holder most recent of the following: (A) the Company's most recent Quarterly Report on Form 10-Q or holders thereof for all purposes at Annual Report on Form 10-K, as the Close case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion outstanding. Upon the written or oral request of a Security. Except as otherwise provided the holder, the Company shall within two Trading Days confirm orally and in this Indenture, by delivering writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of this Note held by the Securitiesholder. Accordingly, any accrued but unpaid interest The limitations contained in this paragraph shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedapply to a successor holder of this Note. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount of the unconverted portion of the Security surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global Security, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Security and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (A2) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding Agent, which shall become irrevocable upon receipt by the lossConversion Agent, theft, destruction or mutilation of the Security; (C3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent; , (4) pay an amount equal to the interest, including Special Interest, if any, as required by Section 4.02(c), and (D5) payment of any tax pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security4.04. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to Upon the Close conversion of a Security, the Company will deliver the shares of Common Stock, without service charge, as promptly as practicable after the Conversion Date, but in no event later than third Business on Days after the Conversion Date. The Company shall deliver Anything herein to the Holder through a Conversion Agent a certificate contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 4.02(a) and the number of whole shares of Common Stock issuable upon the conversion (and Cash Applicable Procedures as in lieu of any fractional shares pursuant effect from time to Section 4.01) as soon as practicable following the Conversion Datetime. (b) The person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder holder of record of such Common Stock on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No separate Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued and unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a SecuritySecurity prior to the issuance of such shares. (c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest and Special Interest, if any, payable on the principal amount of such Securities being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities for conversion, such Securities shall also be accompanied by payment in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest, including Special Interest, if any, payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) with respect to which the Company has specified a Fundamental Change Repurchase Date or a Redemption Date, in either case, that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (b) after the last Regular Record Date prior to the Final Maturity Date, in either case, need not pay the Company an amount equal to the interest, including Special Interest, if any, on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Except as otherwise provided in this IndentureSection 4.02(c), by delivering no payment or adjustment will be made for accrued interest, including Special Interest, if any, on a converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the holder right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion, together with a Cash payment the conversion (and the amount of any cash in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.144.03) shall be based on the aggregate principal amount of all Securities so converted. (e) In the case of any Security which is converted in part only, upon such conversion the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal or Securities of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the principal amount of such Security. A Security surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by To convert a Global SecurityNote, by book-entry transfer to a Holder must (1) complete and manually sign the Conversion Agent through conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (A) a duly signed and completed conversion notice Note (the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if and deliver such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent Company and state in accordance writing therein the principal amount of Notes to be converted and the name or names (with Section 2.07 regarding addresses) in which such Holder wishes the loss, theft, destruction certificate or mutilation certificates for any shares of Common Stock and any cash to be delivered upon settlement of the Security; Conversion Obligation to be delivered and registered or paid, as applicable, (C2) surrender the Note to the Company, (3) furnish appropriate endorsements and transfer documents if reasonably required by the Conversion Agent; Company, and (D4) payment of any tax pay all transfer or dutysimilar taxes, in accordance with if required pursuant to Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security5(e). The date on which the Holder of a Note satisfies all of those requirements (or, if such date is not a Business Day, the next following Business Day) is the “Conversion Date.” The Securities shall with respect to such Note, and any conversion of a Note will be deemed to be converted immediately prior to occur at the Close close of Business business on the Conversion DateDate applicable to such Note. The Company If, at any time the last date on which any Note may be converted is not a Business Day, such Note may be converted on the immediately following Business Day and, as of such date, such Person’s rights as a Holder of such Note shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon cease. Upon the conversion (of a Note, the Company will deliver the Settlement Amount and Cash cash in lieu of any fractional shares pursuant to on the requisite delivery and payment dates specified in Section 4.01) as soon as practicable following the Conversion Date5(c)(i)(6). (bii) The person in whose name certificates for the Security is registered shares of Common Stock are issuable upon conversion of a Note, in the case of a Stock Settlement or a Combination Settlement, in accordance with Section 5(c)(i)(4) shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder holder of record of such Common Stock on the close of business on the Conversion DateDate (in the case of Stock Settlement) or the Settlement Date (in the case of Combination Settlement) with respect to such converted Note, except as otherwise provided in Section 5(g)(ii); provided, however, that no surrender of if the Settlement Date with respect to any converted Note would otherwise be on a Security or satisfaction of the other conditions in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed closed, then the person in whose name such certificates are so issuable shall be effective to constitute the person or persons entitled to receive the shares holder of record of such Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are open. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. No separate payment or adjustment Note; provided, however, that the converting Holder shall be made for accrued and unpaid interest on have the right to receive the Settlement Amount due upon conversion. (iii) If a converted Security or for dividends or distributions on shares Holder converts more than one Note at the same time, the number of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment the conversion (and the amount of any cash in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.145(d) hereof) shall be based on the aggregate principal amount of all Notes so converted. (iv) In the case of any Note which is converted in part only, upon such conversion the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguished. (c) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate execute and deliver to the HolderHolder thereof, without service charge, a new Security equal Note or Notes of authorized denominations in an aggregate principal amount of equal to, and in exchange for, the unconverted portion of the Security surrenderedprincipal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (v) No Holder may surrender Notes for conversion if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 4(b)(vii).

Conversion Procedure. (a) The right To convert a Debenture, a Holder must satisfy the requirements in paragraph 8 of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 the Debentures and (i) if such Security is represented by a Global Security, by book-entry transfer to complete and manually sign the Conversion Agent through irrevocable conversion notice on the facilities back of the Depositary in accordance with the Applicable Procedures, or (ii) if Debenture and deliver such Security is represented by a Certificated Security, by delivery of such Security at the specified office of notice to the Conversion Agent, accompanied, in either case, by: (Aii) a duly signed and completed conversion notice (surrender the “Conversion Notice”), in the form as set forth on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice Debenture to the Conversion Agent in accordance with Section 2.07 regarding the lossAgent, theft, destruction or mutilation of the Security; (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent; , (iv) pay any transfer or other tax, if required by Section 11.04 and (Dv) payment of any tax or dutyif the Debenture is held in book-entry form, in accordance with Section 4.05, which may be payable in respect of any transfer involving complete and deliver to the issue or delivery of Depositary appropriate instructions pursuant to the Common Stock in the name of a Person other than the Holder of the SecurityDepositary's book entry conversion programs. The date on which the Holder satisfies all of those the foregoing requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on "CONVERSION DATE". As soon as practicable after the Conversion Date. The Date and in any event within five business days, the Company shall deliver to the Holder through a the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion (pursuant to Section 11.05 and Cash cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion Date. (b) shares. The person Person in whose name the Security Debenture is registered shall be deemed, to the extent such person receives Common Stock upon conversion, deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.04(a) Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close close of Business business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 11.02); provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. No separate In respect of any Debenture presented for conversion, the Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such Debenture an amount of cash equal to the average of the last reported sale price for the Common Stock for the five consecutive trading days immediately following (a) the date of delivery of the Company's notice of its election to deliver cash (as described in the next succeeding sentence) if the Company has not given Notice of Redemption, or (b) the Conversion Date, in the case of a conversion following a Notice of Redemption with respect to such Debenture, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by the number of shares of Common Stock issuable upon conversion of such Debenture on that date. The Company shall inform Holders of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of such shares by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second business day after the Conversion Date, unless it has already informed Holders of its election by delivering an irrevocable notice in connection with its optional redemption of the Debentures as set forth in Section 3.01 hereof. If the Company delivers only shares of Common Stock upon conversion, such shares shall be delivered through the Trustee no later than the fifth business day following the Conversion Date. If the Company elects to satisfy all or a portion of its obligation to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be made to Holders surrendering Debentures no latex than the tenth business day following the applicable Conversion Date; provided that if an Event of Default has occurred and is continuing, the Company shall not pay cash upon conversion of any Debentures (other than cash in lieu of fractional shares as set forth below). Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the Common Stock issued upon conversion of such Debenture. Except as set forth in the preceding sentence, no payment or adjustment shall will be made for accrued and unpaid interest (including Contingent Interest or Additional Amounts, if any), on a converted Security Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise Debenture (provided in this Indenture, by delivering to the holder that the shares of Common Stock issuable received upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Securities. AccordinglyRegistration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall be deemed paid in full upon to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for conversion, rather must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture has been called for redemption on a redemption date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any), payable on the Interest Payment Date, the Conversion Agent shall repay such funds to the Holder. No fractional shares of Common Stock shall be issued upon conversion of Debentures. If more than cancelledone Debenture shall be surrendered for conversion at one time by the same holder, forfeited the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or extinguished. (cspecified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make a payment in lieu thereof in cash based on the current Market Price of a share of Common Stock on the Conversion Date. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Security Debenture equal in principal amount of to the unconverted portion of the Security Debenture surrendered.

Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at At any time during which conversion is permitted prior to the payment of this Note in accordance with Section 4.01 full, the holder of this Note may convert all or any portion of the outstanding principal amount this Note into a number of Ordinary Shares equal to the product obtained by dividing (i) if the portion of the principal amount designated by such Security is represented by a Global Securityholder to be converted, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) the Conversion Rate then in effect. After the date on which (x) the Ordinary Shares deliverable upon conversion have been registered in ny-2522610.14A accordance with terms of the Bond Documents or (y) the holder of this Note is permitted to sell the Ordinary Shares deliverable upon conversion under Rule 144 (or any other exemption from registration) under the Securities Act without limitation on the amount of securities sold or the manner of sale, if such Security is represented by a Certificated Securitythe Company has ADSs traded on the Exchange, by delivery of such Security the Ordinary Shares deliverable upon conversion may, at the specified office request of the Conversion Agentholder of this Note, accompanied, in either case, by: (A) a duly signed and completed conversion notice (the “Conversion Notice”), be delivered in the form as set forth of ADSs. For the avoidance of doubt, the Company shall not have any obligation to deliver the Ordinary Shares upon conversion in the form of ADSs if at that time the Company’s ADSs are not then listed for trading on the reverse of Security attached hereto as Exhibit A; (B) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (C) appropriate endorsements and transfer documents if required by the Conversion Agent; and (D) payment of any tax or duty, in accordance with Section 4.05, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities shall be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion (and Cash in lieu of any fractional shares pursuant to Section 4.01) as soon as practicable following the Conversion DateNYSE. (b) The person in whose name the Security is registered Before any holder of this Note shall be deemedentitled to covert this Note as set forth above, such holder shall complete, manually sign, and deliver an irrevocable notice to the extent such person receives Common Stock upon conversionAgent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) at the office of the Agent and state in writing therein the principal amount of Notes to be a stockholder of record on converted and the Conversion Date; provided, however, that no surrender of a Security name or satisfaction of the other conditions names (with addresses) in Section 4.04(a) on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall, provided that all such conditions have been satisfied, be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the Close of Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Security, such person shall no longer holder wishes the certificate or certificates for any Ordinary Shares or ADSs to be a Holder of such Security. No separate payment or adjustment shall be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued delivered upon conversion of a Security. Except as otherwise provided in this Indenture, by delivering to the holder the shares of Common Stock issuable upon conversion, together with a Cash payment in lieu of any fractional shares or for its settlement obligations pursuant to Section 4.14, the Company shall satisfy its obligation with respect to the conversion of the Securities. Accordingly, any accrued but unpaid interest shall be deemed paid in full upon conversion, rather than cancelled, forfeited or extinguishedsettlement. (c) Upon surrender Except as otherwise expressly provided herein, each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note or any portion thereof has been surrendered for conversion at the principal office of the Company (the “Conversion Date”). At such time as such conversion has been effected, the rights of the holder of this Note as such holder to the extent of the conversion shall cease, and the Person or Persons in whose name or names the Ordinary Shares (or ADSs, if applicable) are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the securities represented thereby. (d) As soon as possible after a conversion has been effected (but in any event within five (5) business days in the case of clause (i) below), the holder of this Note shall subscribe for the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note, and the Company shall do the following: (i) register the issuance to the converting holder of the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note (the “Underlying Shares”) in the Company’s share transfer registry; (ii) issue the Underlying Shares and, if so requested by the holder of the Note, deposit such Underlying Shares with the Depositary, in the name and on behalf of the holder of the Note; (iii) if so requested by the holder of the Note, cause the Depositary to issue and deliver to the converting holder certificates or a book-entry transfer for the number of ADSs to which the holder shall be entitled against deposit of the Underlying Shares, pursuant to the Deposit Agreement; and (iv) deliver to the converting holder a new Note representing any portion of the principal amount that was represented by the Note surrendered to the Company in connection with such conversion, but which was not converted or which could not be converted because it would have required the issuance of a Security that fractional Ordinary Share. ny-2522610.14A The converting holder shall cooperate with the Company and, if applicable, the Depositary or the share registrar for the Ordinary Shares to facilitate the process outlined above, including through the execution of a subscription form for the Ordinary Shares satisfactory to the converting holder and, if applicable, the execution of a power of attorney authorizing the Company to deliver the Underlying Shares to the converting holder or the Depositary on such holder’s behalf and the converting holder providing such representations, certificates or other documentation as may be reasonably required in connection with such delivery. (e) The issuance of the Underlying Shares and, if applicable, ADSs upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Underlying Shares or ADSs, unless the tax is converted due because the holder requests such Underlying Shares or ADSs to be issued in parta name other than the holder’s name, in which case the holder shall pay the tax. Upon conversion of this Note, the Company shall executetake all such actions as are necessary in order to ensure that the Ordinary Shares and ADSs issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. (f) To the Trustee shall, upon receipt extent commercially practicable and consistent with the Company’s requirements in respect of a Company Order, authenticate and deliver establishing entitlement to any distribution or other rights attaching to the HolderADSs or the Ordinary Shares or as otherwise required by applicable law or regulation, the Company shall not close its books against the transfer of Ordinary Shares or ADSs issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. Notwithstanding the foregoing, if a new Security equal Conversion Date would otherwise fall during a period in principal amount which the register of ADSs or the unconverted portion of Ordinary Shares is closed, such Conversion Date will be postponed to the Security surrenderedfirst Trading Day following the expiry such closure.