Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(a)To convert a beneficial interest in a global note, the Company shall deliver as promptly as practicable written notice holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to each the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be issued payable in respect of each share any transfer involving the issue or delivery of Series A Preferred Stock that the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is convertedincluded on the reverse side of the note, or a facsimile of the conversion notice; (C)  deliver the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are conversion notice, which is irrevocable, and the note to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stockthe conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and (D) that dividends on  if required, pay any tax or duty which may be payable in respect of any transfer involving the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless issue or delivery of the shares of Common Stock issuable upon conversion are to be issued ADSs in the same name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the name in which such shares “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Series A Preferred Stock are registeredNotes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with Section 15(f). (ii) The conversion shall be deemed the indenture. If a holder submits its notes for repurchase, the holder’s right to have been effected withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the Stockholder Approval Date. At such time: (A) third business day immediately preceding June 1, 2021 or the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become relevant fundamental change repurchase date, as the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3case may be. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (a) Upon delivery by the Holder of a properly completed Letter of Conversion to the Rights Agent, the Rights Agent shall deliver a written order to the Company (the “Issuance Order”), specifying the issuance to such Holder of: (i) In a certificate representing that number of whole shares of Indevus Common Stock into which the event CSRs of conversion such Holder shall have been converted pursuant to the provisions of Section 7 hereof, and (ii) a check in the amount of any cash due pursuant to Section 6(a)13 or Section 14 hereof. No interest shall be paid or shall accrue on any such amounts. Until proper delivery of a Letter of Conversion in accordance with the provisions of this Section, each CSR shall represent for all purposes only the right to receive shares of Indevus Common Stock and cash in lieu of fractional shares as provided in Section 13 hereof and, if applicable, amounts payable pursuant to Section 14. (b) Subject to the provisions of Section 6 hereof, upon delivery of the Issuance Order by the Rights Agent to the Company, the Company shall deliver issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Holder may have designated in the Letter of Conversion a certificate or certificates for the number of full shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Indevus Common Stock issuable upon the conversion are of such CSRs together with cash in lieu of fractional shares as provided in Section 13 hereof and, if applicable, amounts payable pursuant to be issued in the same name as the name in which such Section 14. Such certificate or certificates for shares of Series A Preferred Indevus Common Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the issued and any person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion so named therein shall be deemed to have become the a holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Indevus Common Stock so converted as of the date of delivery of the Issuance Order by the Rights Agent to the Company. (c) The Rights Agent shall no longer be deemed to be outstanding, promptly record in the CSR Register those Holders that have delivered Letters of Conversion and all rights of a holder have been issued Indevus Common Stock in exchange with respect to such converted CSRs. (d) Notwithstanding any other provisions of this Agreement, any portion of the cash provided by the Company to the Rights Agent as a reserve for purposes of payments to Holders of cash in lieu of fractional shares shall immediately terminate except the right pursuant to receive the Common Stock and other Section 13 hereof and, if applicable, amounts payable pursuant to this Section 6 14 that remains unclaimed after the Termination Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity) shall, to the extent permitted by law, become the property of the Company free and the right to receive clear of any dividend declared but not yet paid pursuant to Section 3claims or interest of any person previously entitled thereto. (iiie) The Rights Agent shall keep copies of this Agreement available for inspection by the Holders of shares of Series A Preferred Stock during normal business hours at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Dateits office. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the The Company shall pay an amount supply the Rights Agent from time to time with such numbers of cash in respect copies of such fractional interest equal to such fractional interest multiplied by this Agreement as the Market Value per share of Common Stock on the Stockholder Approval DateRights Agent may request.

Conversion Procedures. (i) In the event of conversion pursuant that this entire Note is converted into Stock, Bion's debt obligation under this Note shall cease, but Bion shall not be required to Section 6(a), deliver stock certificates to the Company shall deliver Holder until such time as promptly as practicable such Holder surrenders the Note at Bion's offices together with irrevocable written notice to each holder specifying: Bion specifying the name or names (Awith address) the Stockholder Approval Date; (B) the number of in which a certificate or certificates evidencing shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance issued. Bion shall thereupon deliver to the Holder of the Note, or to the nominee or nominees of such person, certificates or evidence evidencing the number of book-entry notation representing full shares of Common Stock to which such person shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided, within three (3) business days of the date of conversion. In the event that less than all of this Note is converted, whether mandatory or elective conversion, into Stock; , this Note shall remain outstanding with a reduced principal balance reflecting the partial conversion and (D) that dividends on Bion shall deliver to the shares to be converted will cease to accrue on Holder of the Note, or the nominee or nominees of such Stockholder Approval Date. Unless person, certificates evidencing the number of full shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares person is entitled as aforesaid, within three (3) business days of Series A Preferred Stock are registeredthe date of conversion. Irrespective of the date of delivery of Bion stock certificates, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at occurred as of Bion's record date of the close of business on the Stockholder Approval Date. At such time: (A) conversion and the person in whose name or names any certificate or certificates for shares persons entitled to receive Stock deliverable upon conversion of Common Stock such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at on such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3date. (iiiii) Holders In the event that the Note is converted into Stock as set forth above, Bion shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable their stock on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior conversion. Bion, however, shall not be required to such Dividend Payment Date. In such event, pay any such dividend that would otherwise tax which may be payable in respect of any transfer involved in the form issue or delivery of Series A Preferred Stock their stock (or other securities or assets) in a name other than that in which the Note so converted was registered, and no such issue or delivery shall be payable made unless and until the person requesting such issue has paid to such Holder either (i) in cash or (ii) at Bion, as appropriate, the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time amount of such mandatory conversiontax or has established, to the satisfaction of Bion, that such tax has been paid. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (a) Upon occurrence of the Mandatory Conversion Date, the Corporation shall provide notice of such conversion to the Holders (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to each Holder shall state, as appropriate: (i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: Mandatory Conversion Date; (A) the Stockholder Approval Date; (Bii) the number of shares of Common Stock to be issued in respect upon conversion of each share of Series A B Preferred Stock that is convertedheld of record by such Holder and subject to such mandatory conversion; and (Ciii) if certificates are to be issued, the place or places where certificates or evidence of book-entry notation for such shares of Series A B Preferred Stock held of record by such Holder are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; . (b) Effective immediately prior to the close of business on the Mandatory Conversion Date, dividends shall no longer be declared on any such shares of Series B Preferred Stock and (D) that such shares of Series B Preferred Stock shall cease to be outstanding, in each case, subject to the right of the Holders to receive any declared and unpaid dividends on the such shares to the extent provided in Section 4(g) and any other payments to which the Holders are otherwise entitled pursuant to Section 8, Section 11 or Section 13 hereof, as applicable. (c) No allowance or adjustment, except pursuant to Section 10, shall be converted will cease made in respect of dividends payable to accrue holders of the Common Stock of record as of any date prior to the close of business on such Stockholder Approval the Mandatory Conversion Date. Unless Prior to the close of business on the Mandatory Conversion Date, shares of Common Stock issuable upon conversion are of the Series B Preferred Stock or other securities issuable upon conversion thereof shall not be deemed outstanding for any purpose, and the Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Series B Preferred Stock. (d) Shares of Series B Preferred Stock converted in accordance with this Certificate of Determination will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. (e) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series B Preferred Stock shall be issued in the same name treated for all purposes as the name in which record holder(s) of such shares of Series A Preferred Common Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments and/or securities as of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval DateMandatory Conversion Date with respect thereto. At In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such time: shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation. (Af) No later than three (3) Business Days following delivery of the person in whose name or names any certificate or Notice of Conversion with respect to the Series B Preferred Stock, certificates for representing shares of Common Stock shall be issuable upon issued and delivered to each Holder thereof or each such mandatory conversion shall be deemed to have become Holder’s designee (or, at the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to Corporation’s option such shares shall immediately terminate except be registered in book-entry form) upon presentation and surrender of the right certificate evidencing the Series B Preferred Stock to receive the Common Stock Corporation and, if required, the furnishing of appropriate endorsements and other amounts payable pursuant to this Section 6 transfer documents and the right to receive any dividend declared but not yet paid pursuant to Section 3payment of all transfer and similar taxes. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(a)that this entire Note is converted into SHARES, the Company Bion's debt obligation under this Note shall cease and Bion shall deliver as promptly as practicable certificates representing the SHARES to the Holder upon delivery of an irrevocable written notice to each holder specifying: Bion specifying the name or names (Awith address) in which a certificate or certificates evidencing the Stockholder Approval Date; (B) SHARES are to be issued. Bion shall thereupon deliver to the Holder of the Note, or to the nominee or nominees of such person, certificates evidencing the number of shares of Common Stock SHARES to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion person shall be accompanied by instruments entitled as aforesaid, together with a cash adjustment of transferany fraction of a SHARE as hereinafter provided, in form satisfactory within three (3) business days of the date of conversion. In the event that less than all of this Note is converted into SHARES, this Note shall remain outstanding with a reduced principal balance reflecting the partial conversion and Bion shall deliver to the CompanyHolder of the Note, duly executed by or the holder thereof nominee or nominees of such holder’s duly authorized attorney and an amount sufficient person, certificates evidencing the number of SHARES to pay any transfer or similar tax in accordance with Section 15(f). which such person is entitled as aforesaid, within three (ii3) The business days of the date of conversion. Irrespective of the date of delivery of Bion stock certificates, such conversion shall be deemed to have been effected at occurred as of Bion's record date of the close of business on the Stockholder Approval Date. At such time: (A) conversion and the person in whose name or names any certificate or certificates for shares persons entitled to receive SHARES deliverable upon conversion of Common Stock such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at SHARES on such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3date. (iiiii) Holders of shares of Series A Preferred Stock at In the close of business on a Dividend Record Date event that the Note is converted into SHARES as set forth above, Bion shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date pay any and prior to such Dividend Payment Date. In such event, any such dividend all issue or other taxes that would otherwise may be payable in the form respect of Series A Preferred Stock any issue or delivery of SHARES on such conversion. Bion, however, shall not be required to pay any tax which may be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of any transfer involved in the issue or delivery of their SHARES (or other securities or assets) in a name other than that in which the Note so converted was registered, and no such fractional interest equal issue or delivery shall be made unless and until the person requesting such issue has paid to Bion, as appropriate, the amount of such fractional interest multiplied by tax or has established, to the Market Value per share satisfaction of Common Stock on the Stockholder Approval DateBion, that such tax has been paid.

Conversion Procedures. (ia) In the event of an automatic conversion of the Series B Preferred Stock pursuant to Section 6(a)4, effective at the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall deliver not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall, as promptly soon as practicable written notice after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to each such holder specifying: (A) the Stockholder Approval Date; (B) of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issued in respect entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of each share of certificates formerly representing the Series A B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that is converted; (C) the place shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or places where certificates or evidence its transfer agent will make the appropriate entries into the records of book-entry notation the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stock. (b) Effective at the close of business on the Conversion Date, dividends shall no longer be declared on any such converted share of Series A B Preferred Stock are and such share of Series B Preferred Stock shall cease to be surrendered for issuance outstanding, in each case, subject to the right of certificates or evidence the holder of book-entry notation representing shares of Common Stock; Series B Preferred Stock to receive any declared and (D) that unpaid dividends on such share to the shares extent provided herein and any other payments to which such holder is otherwise entitled hereunder. (c) No allowance or adjustment, except as expressly provided herein, shall be converted will cease made in respect of dividends payable to accrue holders of the Common Stock of record as of any date prior to the close of business on such Stockholder Approval Datethe Conversion Date with respect to any share of Series B Preferred Stock. Unless Prior to the close of business on the Conversion Date with respect to any share of Series B Preferred Stock, shares of Common Stock issuable upon conversion are thereof shall not be deemed outstanding for any purpose, and the holder of such share of Series B Preferred Stock shall have no rights with respect to the Common Stock issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series B Preferred Stock. (d) The person or persons entitled to receive the Common Stock upon conversion of Series B Preferred Stock shall be issued in the same name treated for all purposes as the name in which record holder(s) of such shares of Series A Preferred Common Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments and/or securities as of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval DateConversion Date with respect thereto. At In the event that a holder shall not by written notice designate the name in which shares of Common Stock, securities or other property to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such time: shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the holder and in the manner shown on the records of the Company. (Ae) the person in whose name No fractional shares or names any certificate or certificates for scrip representing fractional shares of Common Stock shall be issuable issued upon such mandatory the conversion of any shares of Series B Preferred Stock. All fractions shall be deemed rounded up to have become the holder nearest share. If more than one share of record Series B Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of the full shares of Common Stock represented thereby at such time; (B) such shares issuable upon conversion thereof shall be computed on the basis of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders aggregate number of shares of Series A B Preferred Stock at the close of business on a Dividend Record Date so surrendered. (f) The Company shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date pay any and prior to such Dividend Payment Date. In such eventall documentary, any such dividend that would otherwise be stamp or similar issue or transfer taxes payable in respect of the form issue or delivery of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at on the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A B Preferred StockStock pursuant to Section 4 and this Section; provided, no fractions however, that the Company shall not be required to pay any tax which may be payable in respect of shares any registration or transfer involved in the issue or delivery of Common Stock in a name other than that of the registered holder of Series B Preferred Stock converted or to be converted, and no such issue or delivery shall be issued, but in lieu thereof made unless and until the person requesting such issue has paid to the Company shall pay an the amount of cash in respect any such tax or has established, to the satisfaction of the Company, that such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datetax has been paid.

Conversion Procedures. In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of GAMCO (i) In the event which, if GAMCO shall so require, shall be duly endorsed to GAMCO or in blank, or be accompanied by proper instruments of conversion pursuant transfer to Section 6(aGAMCO or in blank), the Company shall deliver as promptly as practicable accompanied by irrevocable written notice to each holder specifying: GAMCO to the effect that the Holder elects so to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (Awhich notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for upon such shares of Series A Preferred Stock conversion are to be surrendered for issuance issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of certificates the Note on account of any interest accrued on this Note or evidence on account of book-entry notation representing shares of Common Stock; and (D) that any dividends accrued on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable issued upon conversion are such conversion. GAMCO shall, as soon as practicable after the surrender of this Note at the office referred to be issued above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the same name as applicable written notice of conversion), a certificate or certificates evidencing the name in number of full shares of Common Stock to which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion person or persons shall be accompanied by instruments entitled as aforesaid, together with a cash adjustment in respect of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been effected at made as of the close date of business on such surrender of this Note (or, if later, the Stockholder Approval Date. At date of compliance with such time: (A) other conditions), and the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right persons entitled to receive the Common Stock and other amounts payable pursuant to deliverable upon conversion of this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date Note shall be entitled to receive treated for all purposes as the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash record holder or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time holders of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on such date. If this Note is to be converted in part only, upon such conversion GAMCO shall execute deliver to the Stockholder Approval DateHolder, at the expense of GAMCO, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an aggregate principal amount equal to the unconverted portion of the principal amount of this Note.

Conversion Procedures. (i) In Any holder of Notes desiring to convert such Notes into Preferred Stock shall surrender the event Notes at the offices of conversion pursuant to Section 6(a)the Company, the Company which Notes shall deliver as promptly as practicable be accompanied by irrevocable written notice to each the Corporation that the holder specifying: elects so to convert such Notes and specifying the name or names (Awith address) the Stockholder Approval Date; (B) the number of in which a certificate or certificates evidencing shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered issued. The Corporation will make a notation of the date that a notice of conversion is received, which date shall be deemed to be the date of receipt for issuance purposes hereof. The Corporation shall deliver to the holder converting the Notes, or to the nominee or nominees of such person, certificates or evidence evidencing the number of book-entry notation representing full shares of Common Stock; and (D) that dividends on the shares Preferred Stock to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion person shall be accompanied by instruments entitled as aforesaid, together with a cash adjustment of transfer, in form satisfactory any fraction of a share as hereinafter provided. Subject to the Companyfollowing provisions of this paragraph, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at made as of the close date of business on such surrender of the Stockholder Approval Date. At such time: (A) Notes and the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be persons entitled to receive the dividend payable on Preferred Stock deliverable upon conversion of such shares Notes shall be treated for all purposes as the record holder or holders of Series A such Preferred Stock on such date; provided, however, that the corresponding Dividend Payment Date notwithstanding Corporation shall not be required to convert any Notes while the mandatory stock transfer books of the Corporation are closed for any purpose, but the surrender of Notes for conversion thereof following during any period while such Dividend Record Date books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in effect on such date. All notices of conversion shall be irrevocable; provided, however, that if the Corporation has sent notice of an event pursuant to paragraph 2(e) hereof, a holder of Notes may, at its election, provide in its notice of conversion that the conversion of its Notes shall be contingent upon the occurrence of the record date or effectiveness of such event (as specified by such holder), provided that such notice of conversion is received by the Corporation prior to such Dividend Payment Date. In such eventrecord date or effective date, any such dividend that would otherwise be payable in as the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversioncase may be. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In the event of conversion pursuant to Section 6(a), the Company shall deliver as As promptly as practicable written following the Mandatory Conversion, each Holder shall provide the Corporation with a notice (the “Notice of Conversion”). In addition to each holder specifying: any information required by applicable law or regulation, the Notice of Conversion with respect to such Holder shall state, as appropriate: (A1) the Stockholder Approval Date; (B) the The number of shares of Common Stock to be issued in respect upon conversion of each share of Series A B Preferred Stock that is converted; held of record by such Holder and subject to the Mandatory Conversion; (C2) the place or places where certificates or evidence The name in which shares of book-entry notation for such Common Stock to be issued upon conversion of shares of Series A B Preferred Stock should be registered; and (3) The manner in which certificates of Series B Preferred Stock held of record by such Holder are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and . (Db) that dividends Effective immediately prior to the close of business on the shares Mandatory Conversion Date, with respect to any share of Series B Preferred Stock, dividends shall no longer be declared on any such converted will cease to accrue on share of Series B Preferred Stock and such Stockholder Approval Date. Unless the share of Series B Preferred Stock shall only represent such number of shares of Common Stock issuable upon conversion are thereof and shall cease to be issued outstanding, subject to the right of the Holder to receive any declared and unpaid dividends on such share to the extent provided in the same name as the name in Section 4 and any other payments to which such shares of Series A Preferred Stock are registeredHolders is otherwise entitled pursuant to Section 8, each share surrendered for mandatory conversion shall be accompanied by instruments of transferSection 11 and Section 13 hereof, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)as applicable. (iic) The conversion No allowance or adjustment, except pursuant to Section 10, shall be deemed made in respect of dividends payable to have been effected at holders of the Common Stock of record as of any date prior to the close of business on the Stockholder Approval Mandatory Conversion Date, with respect to any share of Series B Preferred Stock. At Prior to the close of business on the Mandatory Conversion Date, with respect to any share of Series B Preferred Stock, shares of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such time: share of Series B Preferred Stock, shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Common Stock or other securities issuable upon conversion (Aincluding voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series B Preferred Stock. (d) Shares of Series B Preferred Stock converted in accordance with this Certificate of Designations will resume the person status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. (e) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series B Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Mandatory Conversion Date, with respect thereto. In the event that a Holder shall not by written notice designate the name in whose which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or names pursuant to applicable law. (f) No later than three (3) Business Days following delivery of the Notice of Conversion, with respect to any certificate or share of Series B Preferred Stock as to which the Mandatory Conversion shall have occurred, certificates for representing shares of Common Stock shall be issuable issued and delivered to the Holder thereof or such Holder’s designee upon such mandatory conversion shall be deemed to have become the holder of record presentation and surrender of the shares of Common Stock represented thereby at certificate evidencing such time; (B) such shares of Series A B Preferred Stock so converted shall no longer be deemed to be outstandingthe Corporation and, if required, the furnishing of appropriate endorsements and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 transfer documents and the right to receive any dividend declared but not yet paid pursuant to Section 3payment of all transfer and similar taxes. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In the event of conversion pursuant Effective immediately prior to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names date of conversion of any certificate or certificates for shares of Common Series D Preferred Stock (the “Conversion Date”), dividends shall no longer be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) declared on any such shares of Series A D Preferred Stock so converted and such shares of Series D Preferred Stock shall no longer be deemed cease to be outstanding, and all rights of a holder with respect in each case, subject to such shares shall immediately terminate except the right to receive of the Common Stock and other amounts payable pursuant to this Section 6 and the right Holder to receive any dividend declared but not yet paid and unpaid dividends on such share to the extent provided in Section 4(f) and any other payments to which such Holder is otherwise entitled pursuant to Section 311 or Section 13 hereof, as applicable. (iiib) Holders No allowance or adjustment, except pursuant to Section 10, shall be made in respect of shares dividends payable to holders of Series A Preferred Stock at the Common Shares of record as of any date prior to the close of business on the Conversion Date with respect to any share of Series D Preferred Stock. Prior to the close of business on the Conversion Date with respect to any share of Series D Preferred Stock, securities issuable upon conversion of such share of Series D Preferred Stock shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Common Shares or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the securities issuable upon conversion and rights to receive any dividends or other distributions on the securities issuable upon conversion) by virtue of holding such share of Series D Preferred Stock. (c) Effective immediately upon the occurrence of the conversion, certificates theretofore evidencing shares of Series D Preferred Stock shall be deemed to evidence that whole number of Common Shares issuable upon the conversion of such shares of Series D Preferred Stock. After any Transfer resulting in a Dividend Record Date conversion of shares of the Series D Preferred Stock pursuant to Section 7(a), the new Holder of the shares of Series D Preferred Stock so converted (and any subsequent transferee thereof) shall be entitled to receive surrender the dividend payable certificate(s) representing such shares at the office of the Company, and promptly after any such surrender, and if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, the Company shall issue and deliver to such Holder or on the Holder’s written order to the Holder’s transferee either a certificate or certificates for the whole number of Common Shares that were issuable upon conversion or, alternatively, other appropriate evidence of such shares registered in book entry form. (d) Shares of Series D Preferred Stock duly converted in accordance with this Certificate of Designations, or otherwise reacquired by the Company, will resume the status of authorized and unissued preference shares, undesignated as to series and available for future issuance. The Company may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series A D Preferred Stock; provided, however, that the Company shall not take any such action if such action would reduce the authorized number of shares of Series D Preferred Stock on below the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form number of shares of Series A D Preferred Stock then outstanding. (e) The Person or Persons entitled to receive the securities and/or cash or other property issuable upon conversion of Series D Preferred Stock shall be payable to treated for all purposes as the record holder(s) of such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect securities as of the time close of such mandatory conversion. business on the Conversion Date with respect thereto. In the event that a Holder shall not by written notice designate the name in which securities and/or cash or other property (ivincluding payments of cash in lieu of fractional shares) In connection with the mandatory to be issued or paid upon conversion of shares of Series A D Preferred StockStock should be registered or paid or the manner in which such shares should be delivered, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount be entitled to register and deliver such shares, and make such payment, in the name of cash the Holder and in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock manner shown on the Stockholder Approval Daterecords of the Company.

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each Any holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) desiring to convert such shares shall surrender the place certificate or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are at the Corporation’s principal office, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to be surrendered for issuance the Corporation or in blank, or accompanied by proper instruments of certificates transfer to the Corporation or evidence of book-entry notation representing shares of Common Stock; and (D) in blank, accompanied by irrevocable written notice to the Corporation that dividends on the shares holder elects so to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which convert such shares of Series A Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for Common Stock are registeredto be issued. Following such conversion of the shares of Series A Preferred Stock described above, each share surrendered certificates that, until such conversion, represented Series A Preferred Stock (“Former Series A Certificates”) shall thereafter represent solely the right to receive the securities and/or other property to which the holders of such certificates became entitled upon such conversion. However, such holders shall not be entitled to certificates representing any such securities or to receive any such other property except upon surrender of such Former Series A Certificates at the Corporation’s principal office. The Corporation will, as soon as practicable after receipt of certificates for mandatory conversion Series A Preferred Stock accompanied by any required written notice and compliance with any other conditions herein contained, deliver to the person for whose account such shares of Series A Preferred Stock were so surrendered, or to such person’s nominee or nominees, certificates for the number of full shares of Common Stock to which such person shall be accompanied by instruments of transfer, in form satisfactory entitled as aforesaid. Subject to the Companyfollowing provisions of this paragraph, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record made as of the shares date of Common Stock represented thereby at such time; (B) such surrender of the shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingconverted, and all rights of a holder with respect to such shares shall immediately terminate except the right person or persons entitled to receive the Common Stock and other amounts payable pursuant deliverable upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that the Corporation shall not be required to this Section 6 and the right to receive convert any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at while the close stock transfer books of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares Corporation are closed for any purpose, but the surrender of Series A Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the corresponding Dividend Payment Date notwithstanding date of such reopening, and the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price conversion rate in effect as of the time of on such mandatory conversiondate. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In Subject to the event provisions of conversion pursuant Section 7 hereof, if Serlopitant Significance was not achieved in either Phase III PN Trial on or before the Outside Expiration Date, then within ten (10) Business Days of the occurrence of the earlier of the Milestone Date or the Outside Expiration Date and, subject to Section 6(a)the tax withholding procedure described in Sections 8(e) and 9(b) below, the Company shall deliver as promptly as practicable written notice credit (or shall cause its Transfer Agent to each holder specifying: (Acredit) the Stockholder Approval Date; (B) the appropriate number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Menlo Common Stock issuable upon conversion are to be issued in the same name (as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax determined in accordance with Section 15(f7(b). (ii) The conversion to each Holder in the name of such Holder as recorded in the CSR Register. Such book-entry shares of Menlo Common Stock shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the issued and any person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion so named therein shall be deemed to have become the a holder of record of such shares of Menlo Common Stock as of the Milestone Date or Outside Expiration Date, as applicable. (b) If Serlopitant Significance was not achieved in either Phase III PN Trial on or before the Outside Expiration Date, then within ten (10) Business Days of the Company informing the Rights Agent of the occurrence of the Milestone Date or the Outside Expiration Date (as applicable) and the consideration to be paid to each Holder pursuant to Section 7(b), and subject to the tax withholding procedure described in Sections 8(e) and 9(b) below, the Company shall deliver to the Rights Agent any cash necessary to be paid to Holders in lieu of fractional shares as provided in Section 13 hereof, and the Rights Agent shall deliver to each Holder at his, her or its address appearing on the CSR Register, (i) a written notice specifying the number of shares of Menlo Common Stock (if any) that each CSR was converted into and to whom the shares of Menlo Common Stock represented thereby at were issued and the Rights Agent shall promptly record such time; issuance in the CSR Register and (Bii) such a check reflecting the amount of any cash in lieu of fractional shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect provided to such shares shall immediately terminate except the right to receive the Common Stock and other Holder as provided in Section 13 hereof and, if applicable, amounts payable pursuant to Section 14. Notwithstanding the foregoing, any cash necessary to be paid to holders who received the CSRs in consideration for 102 Common Stock, shall be payable by a wire transfer to the 102 Trustee. (c) Notwithstanding any other provisions of this Section 6 and Agreement, any portion of the right cash provided by the Company to receive any dividend declared but not yet paid the Rights Agent as a reserve for purposes of payments to Holders of cash in lieu of fractional shares pursuant to Section 313 hereof and, if applicable, amounts payable pursuant to Section 14 that remains unclaimed after the first anniversary of the Milestone Date (including by means of uncashed checks or invalid addresses on the CSR Register) (the “Termination Date”) (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity) shall, to the extent permitted by law, become the property of the Company free and clear of any claims or interest of any person previously entitled thereto, and no consideration or compensation shall be payable therefor. (iiid) The Rights Agent shall keep copies of this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall supply the Rights Agent from time to time with such numbers of copies of this Agreement as the Rights Agent may request. (e) Prior to crediting (or causing its Transfer Agent to credit) the appropriate number of book-entry shares of Menlo Common Stock to each Holder in the name of such Holder pursuant to Section 8(a) hereof and delivering cash to the Rights Agent for payment to the Holders in lieu of fractional shares pursuant to Section 13 hereof, the Company shall deliver to the Withholding Agent (as defined in Section 9(b)) a list of all Holders and the number of shares of Series A Preferred Stock at to be credited thereto and/or cash to be paid thereto, and the close of business on a Dividend Record Date Withholding Agent shall be entitled to receive the dividend payable on deduct or withhold from such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either and/or cash (i) in cash or (ii) at the Company’s optionif required, in shares accordance with Section 9(b) below). Upon completion of Common Stock converted at any required withholding the Conversion Price in effect as of Company shall credit (or cause its Transfer Agent to credit) the time of such mandatory conversion. (iv) In connection with the mandatory conversion appropriate number of shares of Series A Preferred Stock, no fractions of shares of Menlo Common Stock shall be issued, but in lieu thereof to the Company shall pay an Holders pursuant to Section 8(a) and deliver to the Rights Agent the appropriate amount of cash in respect lieu of such fractional interest equal shares to such fractional interest multiplied by be paid to the Market Value per share of Common Stock on the Stockholder Approval DateHolders pursuant to Section 8(b).

Conversion Procedures. To convert a Debenture, a Holder must (ia) In complete and manually sign the conversion notice (the "Conversion Notice") or a facsimile thereof on the back of the Debenture and deliver such notice to a Conversion Agent, (b) surrender the Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." The Company shall deliver to the Holder through the Conversion Agent, as soon as practicable but in any event no later than the fifth Business Day following the Conversion Date, 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 6(a706. Anything herein to the contrary notwithstanding, in the case of Global Debentures, conversion notices may be delivered and such Debentures may be surrendered for conversion in accordance with the Applicable Procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Debenture on any date when the stock transfer books of the Company are 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 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; provided further, however, 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 Debenture, such Person shall no longer be a Holder of such Debenture. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Debenture, except as provided below in the case of certain Debentures or portions thereof called for redemption, that portion of accrued and unpaid interest on the converted Debenture attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the date of original issuance of the Debentures) through the Conversion Date attributable to the most recent accrual date with respect to the converted Debenture 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 the Company fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall deliver be treated as promptly issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as practicable written notice issued in exchange for the principal amount of the Debenture being converted pursuant to each holder specifying: (A) the Stockholder Approval Date; (B) provisions hereof. If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments based on the aggregate principal amount of transferDebentures converted. Upon surrender of a Debenture that is converted in part, in form satisfactory the Company shall execute, and the Trustee shall authenticate and deliver to the CompanyHolder, duly executed by a new Debenture equal in principal amount to the holder principal amount of the unconverted portion of the Debenture surrendered. Debentures or portions thereof or surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such holder’s duly authorized attorney Interest Payment Date shall (except for Debentures called for redemption pursuant to Article Three hereof on a Redemption Date that occurs during the period between the close of business on a Regular Record Date and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At Interest Payment Date to which such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Regular Record Date shall relates) be entitled accompanied by payment to receive the dividend Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such shares of Series A Preferred Stock Interest Payment Date on the corresponding Dividend Payment Date notwithstanding the mandatory conversion principal amount of Debentures or portions thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory being surrendered for conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(aAs provided in Subdivision 14(d)(v), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each dividends on any share of Series A B Preferred Stock that is converted; (C) converted to Common Stock shall cease to accumulate on the place Mandatory Conversion Date or places where certificates or evidence of book-entry notation for any applicable Conversion Date, as applicable, and such shares of Series A B Preferred Stock are shall cease to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable outstanding upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)conversion. (ii) Prior to the Close of Business on the Mandatory Conversion Date or any applicable Conversion Date, shares of Common Stock (and/or other securities, if applicable) issuable upon conversion of any shares of Series B Preferred Stock shall not be deemed outstanding for any purpose, and the Holder(s) shall have no rights with respect to the Common Stock (and/or other securities, if applicable) issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock (and/or other securities, if applicable) issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock (and/or other securities, if applicable) issuable upon conversion) by virtue of holding shares of Series B Preferred Stock. (iii) The Person(s) entitled to receive the Common Stock (and/or cash, securities or other property, if applicable) issuable upon conversion of Series B Preferred Stock shall be deemed to have been effected at treated for all purposes as the close record holder(s) of business such shares of Common Stock (and/or other securities, if applicable) as of the Close of Business on the Stockholder Approval Mandatory Conversion Date or any applicable Conversion Date. At In the event that a Holder shall not by written notice designate the name in which shares of Common Stock (and/or cash, securities or other property, if applicable) and payments of cash in lieu of fractional shares, if any, and accrued and unpaid dividends, if any, to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payments, in the name of the Holder and in the manner shown on the records of the Corporation. (iv) Shares of Series B Preferred Stock duly converted in accordance with this Certificate of Incorporation, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued Cumulative Preferred Stock, undesignated as to series and available for future issuance. The Corporation may from time: -to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Preferred Stock; provided that no decrease shall reduce the authorized number of Series B Preferred Stock to a number less than the number of shares then outstanding. (v) Conversion into shares of Common Stock will occur on the Mandatory Conversion Date or any applicable Conversion Date as follows: (A) On the person in whose name or names any certificate or Mandatory Conversion Date, certificates for representing shares of Common Stock shall be issuable issued and delivered to the Holder(s) or their designee upon such mandatory presentation and surrender of the certificate evidencing the Series B Preferred Stock to the Corporation and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes. (B) On the date of any conversion shall be deemed at the option of the Holder(s) pursuant to have become Subdivision 14(g), a Holder must do each of the holder of record of following in order to convert: (1) surrender the shares of Common Stock represented thereby at such time; (B) such shares of Series A B Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3.Corporation; (iii2) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date if required, furnish appropriate endorsements and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion.transfer documents; and (iv3) In connection if required, pay all transfer or similar taxes. The date on which a Holder complies with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but procedures in lieu thereof this Subdivision 14(i)(v) is the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval “Conversion Date”.

Conversion Procedures. (i) In the event Upon any conversion of conversion this Note pursuant to Section 6(a)4(a) above, the Company outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the be converted into such number of shares of Common Stock to be fully paid, validly issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of bookand non-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing assessable shares of Common Stock; , free of any liens, claims and (D) that dividends on encumbrances, as is determined by dividing the shares outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be converted will cease referred to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name herein as the name "Conversion Date". If a conversion under this Note cannot be effected in which full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, upon request of the Holder, promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such shares outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of Series A Preferred Stock are registeredthis Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Holder and the Company, duly executed by so as not to require physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at outstanding Principal Amount of this Note is less than the close of business Principal Amount stated on the Stockholder Approval Date. At such time: (A) face of this Note, the person in whose name or names Holder will not voluntarily transfer this Note at any certificate or certificates time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed issuance, without charge to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingHolder, and all rights of a holder with respect replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedpromptly as practical, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied no event later than three Trading Days, after surrender by the Market Value per share of Common Stock on the Stockholder Approval DateHolder.

Conversion Procedures. (ia) In order to exercise the event of conversion privilege pursuant to Section 6(a)3.1 hereof, the Company holder of this Note shall deliver to the Maker, during normal business hours at its principal place of business or at such other place as promptly as practicable may be designated by the Maker, the Note duly endorsed or assigned in blank, accompanied by written notice to each holder specifyingnotice: (A) that the Stockholder Approval Dateholder elects to convert the Note; and (B) specifying the number of name or names (with address) in which a certificate or certificates for shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in and, if so required by the same name as the name in which such shares of Series A Preferred Stock are registeredMaker, each share surrendered for mandatory conversion shall be accompanied by a written instrument or instruments of transfer, transfer in form reasonably satisfactory to counsel for the CompanyMaker, duly executed by the holder thereof or such holder’s his or its duly authorized attorney legal representative. (b) As promptly as practicable after the surrender of the Note pursuant to this Section 3.1.2 for conversion pursuant to Section 3.1.1. hereof, the Maker shall deliver to or upon the written order of the Holder of this Note when the Note is surrendered, a certificate or certificates representing the number of fully paid and an amount sufficient to pay any transfer nonassessable shares of Common Stock into which this Note may be or similar tax have been converted in accordance with the provisions of this Section 15(f)3.1 together with a new Note, if applicable, in the principal amount not converted in substantially the form as this Note. The Maker shall pay all expenses, taxes (other than stock transfer taxes) and other charges required to be paid by the Maker in order to issue the shares of Common Stock pursuant to this Section 6. (iic) The conversion Conversion shall be deemed to have been effected at the close of business on the Stockholder Approval date on which all of the conditions specified in Section 3.1.2. (a) have been satisfied (the "Conversion Date. At such time: (A) "), and the person or persons in whose name or names any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby by those certificates on and as of the Conversion Date, and such conversion shall be at the Conversion Rate in effect on the Conversion Date (unless the share transfer books of the Maker shall be closed on the Conversion Date, in which case such time; (B) such shares of Series A Preferred Stock so converted person or persons shall no longer be deemed to be outstanding, and all rights have become the holder or holders of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock record at the close of business on a Dividend Record Date the next succeeding day on which such stock transfer books are open, but such conversion shall be entitled to receive at the dividend payable on such shares of Series A Preferred Stock Conversion Rate in effect on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Conversion Date). In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in All shares of Common Stock converted at the Conversion Price in effect as issued upon conversion of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stockthis Note will, no fractions of shares of Common Stock shall upon delivery, be duly and validly issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Dateand fully paid and nonassessable.

Conversion Procedures. To convert a Note, a Holder must (ia) In complete and manually sign the conversion notice (the "Conversion Notice") or a facsimile thereof on the back of the Note and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." The Company shall deliver to the Holder through the Conversion Agent, as soon as practicable but in any event no later than the fifth Business Day following the Conversion Date, 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 6(a606. Anything herein to the contrary notwithstanding, in the case of Global Notes, conversion notices may be delivered and such Notes may be surrendered for conversion in accordance with the Applicable Procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company are 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 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; provided further, however, that 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 Note, such Person shall no longer be a Holder of such Note. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Note, except as provided below in the case of certain Notes or portions thereof called for redemption, that portion of accrued and unpaid interest on the converted Note attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the date of original issuance of the Notes) through the Conversion Date attributable to the most recent accrual 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 Common Stock (together with the cash payment, if any, in lieu of fractional shares), and the Company fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall deliver be treated as promptly issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as practicable written notice issued in exchange for the principal amount of the Note being converted pursuant to each holder specifying: (A) the Stockholder Approval Date; (B) provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments based on the aggregate principal amount of transferNotes converted. Upon surrender of a Note that is converted in part, in form satisfactory the Company shall execute, and the Trustee shall authenticate and deliver to the CompanyHolder, duly executed by a new Note equal in principal amount to the holder principal amount of the unconverted portion of the Note surrendered. Notes or portions thereof or surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such holder’s duly authorized attorney Interest Payment Date shall (except for Notes called for redemption pursuant to Article Three hereof on a Redemption Date that occurs during the period between the close of business on a Regular Record Date and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At Interest Payment Date to which such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Regular Record Date shall relates) be entitled accompanied by payment to receive the dividend Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such shares of Series A Preferred Stock Interest Payment Date on the corresponding Dividend Payment Date notwithstanding the mandatory conversion principal amount of Notes or portions thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory being surrendered for conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In On the event Mandatory Conversion Date, dividends on the shares of conversion Series G Preferred Stock shall cease to accrue, and such shares of Series G Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares to receive the shares of Common Stock into which such shares of Series G Preferred Stock are convertible pursuant to Section 6(a). (b) The Holders of the shares of Series G Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock as of the close of business on the Mandatory Conversion Date. Prior to the Mandatory Conversion Date, shares of Common Stock issuable upon conversion of any shares of Series G Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Series G Preferred Stock shall have no rights with respect to, or as holders of, the Common Stock (including without limitation voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Series G Preferred Stock. (c) Shares of Series G Preferred Stock duly converted in accordance herewith, or otherwise reacquired by the Company, shall resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance (provided that any such cancelled shares of Series G Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series G Preferred Stock). (d) The Company shall deliver as promptly as practicable written notice to each holder specifying: (A) register the Stockholder Approval Date; (B) certificates for the number of shares of Common Stock to be issued in respect of each share upon conversion of Series A G Preferred Stock that is converted; (C) in the place or places where certificates or evidence name of book-entry notation for the Holder of such shares of Series A G Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends as shown on the shares records of the Company, unless the Holder of such Series G Preferred Stock shall by written notice to be converted will cease the Company elect not to accrue on such Stockholder Approval Date. Unless the receive shares of Common Stock issuable deliverable upon such conversion are to be issued in the same name as the name certificated form, in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof case the Company shall pay an amount register such shares in its direct registration system in the name of cash in respect the Holder of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Series G Preferred Stock as shown on the Stockholder Approval Date.records of the Company.2

Conversion Procedures. (i) In the event Upon any conversion of conversion this Note pursuant to Section 6(a)3(a) above, the Company outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the be converted into such number of shares of Common Stock to be fully paid, validly issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of bookand non-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing assessable shares of Common Stock; , free of any liens, claims and (D) that dividends on encumbrances, as is determined by dividing the shares outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be converted will cease referred to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name herein as the name “Conversion Date”. If a conversion under this Note cannot be effected in which full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, upon request of the Holder, promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such shares outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of Series A Preferred Stock are registeredthis Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Holder and the Company, duly executed by so as not to require physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at outstanding Principal Amount of this Note is less than the close of business Principal ▇▇▇▇▇▇ stated on the Stockholder Approval Date. At such time: (A) face of this Note, the person in whose name or names Holder will not voluntarily transfer this Note at any certificate or certificates time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed issuance, without charge to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingHolder, and all rights of a holder with respect replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedpromptly as practical, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied no event later than three days, after surrender by the Market Value per share of Common Stock on the Stockholder Approval DateHolder.

Conversion Procedures. To convert 2023 Notes, a Holder must satisfy the requirements in this Section 6.02 and in the 2023 Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) In the "Conversion Date"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Issuer shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash or a check in lieu of any fractional share determined pursuant to Section 6(a)6.03 hereof. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of 2023 Notes on any date when the stock transfer books of the Issuer 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 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; such conversion shall be at the Conversion Rate in effect on the date that such 2023 Notes shall have been surrendered for conversion, as if the stock transfer books of the Issuer had not been closed. Upon conversion of 2023 Notes, such Person shall no longer be a Holder of such 2023 Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 6.06 hereof or as otherwise provided in this Indenture. On conversion of 2023 Notes, that portion of accrued interest with respect to the converted 2023 Notes shall not be canceled, 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 or check payment, if any, in lieu of fractional shares) in exchange for the 2023 Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash or check payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash or check payment) shall be treated as issued in exchange for the principal amount of the 2023 Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any 2023 Notes, the Company shall deliver as promptly as practicable written notice Holders of the 2023 Notes and any Common Stock issuable upon conversion thereof will continue to each holder specifying: (A) be entitled to receive Additional Amounts in accordance with the Stockholder Approval Date; (B) Registration Rights Agreement. If a Holder converts more than one 2023 Note at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments based on the total principal amount of transferthe 2023 Notes converted. Upon surrender of a 2023 Note that is converted in part, in form satisfactory the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the CompanyHolder, duly executed by a new 2023 Note in an authorized denomination equal in principal amount to the holder thereof or such holder’s duly authorized attorney and an amount sufficient unconverted portion of the 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2023 Notes may be surrendered to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business that Conversion Agent on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of next succeeding day that it is not a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3legal holiday. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. To convert a Note, a holder must (ia) complete and manually sign the Conversion Notice or a facsimile of the Conversion Notice on the back of the Note and deliver such notice to the Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment date. In the event case of conversion pursuant to a Global Note, the Conversion Notice shall be completed by a DTC participant on behalf of the beneficial holder. The date, within the time periods set forth in Section 6(a)14.01, on which the holder satisfies all of those requirements is the “Conversion Date.” Within two Business Days following the Conversion Date, the Company shall deliver as promptly as practicable to the holder, through the Trustee, written notice of whether such Notes shall be converted into AirTran Consideration Units or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so pursuant to each a notice of redemption pursuant to Section 3.07 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the holder specifying: that all of such Notes shall be converted into AirTran Consideration Units or other combination of cash and Common Stock, Southwest or the Company, as applicable, shall deliver to the holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable and the Cash Component payable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional shares pursuant to Section 14.03. Except as otherwise provided in this Article 14, if the Company shall have notified the holder that all or a portion of such Note shall be paid solely in cash, the Company shall deliver to the holder surrendering such Note the amount of cash per Note (or a portion of a Note) equal to the sum of (A) the Stockholder Approval Date; (B) product of the number Applicable Stock Price of the Stock Component Rate of shares of Common Stock multiplied by the Conversion Rate in effect with respect to such Conversion Date plus (B) the Cash Component multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the third Business Day following such Conversion Date. Except as otherwise provided in this Article 14, the Company may not change its election with respect to the consideration to be issued delivered upon conversion of a Note once the Company has notified the holder in respect accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for Global Notes, Conversion Notices may be delivered and such shares of Series A Preferred Stock are to Notes may be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) the applicable procedures of the Depositary as in effect from time to time. The conversion Person in whose name the Common Stock certificate is registered shall be deemed to have been effected be a shareholder of record of Southwest at the close of business on the Stockholder Approval date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date; provided, however, that if any such date is a date when the stock transfer books of Southwest are closed, such Person shall be deemed a shareholder of record of Southwest as of the next date on which the stock transfer books of Southwest are open. In the case of a Principal Value Conversion, a holder will receive, in lieu of AirTran Consideration Units, cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the principal amount of the Note converted plus accrued interest, as of the Conversion Date. At such time: If a holder surrenders its Notes for conversion and it is a Principal Value Conversion, the Company will notify the holder by the second Trading Day following the Conversion Date whether it will pay the principal amount plus accrued interest in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of (Ax) the person Conversion Price on the Conversion Date minus the Cash Component and (y) the Applicable Stock Price as of the conversion date. The Company will pay any portion of the principal amount plus accrued interest to be paid in whose name or names any certificate or certificates for shares of cash and deliver Common Stock with respect to any portion of the principal amount plus accrued and unpaid interest to be paid in Common Stock no later than the third Business Day following the determination of the Applicable Stock Price. No payment or adjustment shall be issuable upon made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Note, except for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such mandatory conversion interest payment date, in which case the holder on such record date shall receive the interest payable on such interest payment date, that portion of accrued and unpaid interest on the converted Note attributable to the period from the most recent interest payment date (or, if no interest payment date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to have become be paid in full to the holder of record thereof through delivery of the shares AirTran Consideration Units (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so in lieu thereof, in exchange for the Note being converted shall no longer be deemed pursuant to be outstandingthe provisions hereof, and all rights the fair market value of such AirTran Consideration Units (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest accrued through the Conversion Date and the balance, if any, of such fair market value of such AirTran Consideration Units (and any such cash payment), or cash in lieu thereof, shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. If a holder converts more than one Note at the same time, the number of AirTran Consideration Units issuable upon the conversion shall be based on the aggregate principal amount of Notes converted. Upon surrender of a holder Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Note surrendered. Notes or portions thereof surrendered for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such interest payment date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such shares shall immediately terminate except payment need be made if (1) the right to receive Company has specified a Redemption Date that occurs during the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at period from the close of business on a Dividend Record record date to the close of business on the Business Day immediately preceding the interest payment date to which such record date relates, (2) the Company has specified a Fundamental Change Redemption Date shall be entitled during such period or (3) only to receive the dividend payable extent of overdue interest, any overdue interest exists on the Conversion Date with respect to the Notes converted. The holders’ rights to convert Notes into AirTran Consideration Units are subject to the Company’s right to elect instead to pay each such holder the amount of cash determined pursuant to this Article (or an equivalent amount in a combination of cash and shares of Series A Preferred Stock on Common Stock), in lieu of delivering such AirTran Consideration Units; provided, however, that if an Event of Default (other than a default in a cash payment upon conversion of the corresponding Dividend Payment Date notwithstanding Notes) shall have occurred and be continuing, the mandatory conversion thereof following such Dividend Record Date and prior Company shall deliver AirTran Consideration Units in accordance with this Article, whether or not the Company has delivered a notice pursuant to such Dividend Payment Date. In such event, any such dividend this Section 14.02 to the effect that the Notes would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) paid in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount a combination of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of and Common Stock on the Stockholder Approval DateStock.

Conversion Procedures. (ia) In order to convert all or a portion of the event of conversion pursuant to Section 6(a)Securities, the Company Holder thereof shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Conversion Agent an irrevocable Notice of Conversion setting forth the number principal amount of shares of Common Stock Securities to be issued converted, together with the name or names, if other than the Holder, in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless which the shares of Common Stock issuable should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be issued in the same name as the name in which such shares of Series A Preferred Stock are registeredconverted, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory duly endorsed or assigned to the CompanyCompany or in blank. In addition, duly executed a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the holder thereof or preceding sentence and directing the Conversion Agent (i) to exchange such holder’s duly authorized attorney Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $50 principal amount of Securities for each Preferred Security) and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The to immediately convert such Securities, on behalf of such holder, into Common Stock of the Company pursuant to this Article Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are Outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date. At such time: (A") by the person in whose name Conversion Agent from the Holder or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the from a holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed Securities effecting a conversion thereof pursuant to be outstandingits conversion rights under the Declaration, and all rights of a holder with respect to such shares shall immediately terminate except as the right case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and other amounts payable pursuant such Person or Persons will cease to this Section 6 be a record holder or record holders of the Securities on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Series A Preferred Common Stock at issuable upon such conversion, together with the close cash payment, if any, in lieu of business on a Dividend Record Date shall be any fraction of any share to the Person or Persons entitled to receive the dividend payable on same. The Conversion Agent shall deliver such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior certificate or certificates to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash Person or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversionPersons. (ivb) In connection with the mandatory The Company's delivery upon conversion of shares of Series A Preferred Stock, no fractions the fixed number of shares of Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be issueddeemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Securities so converted and any unpaid interest (including Compounded Interest, Additional Interest and Liquidated Damages) accrued on such Securities at the time of such conversion. (c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in respect the last reported sale price of such fractional interest equal on the date on which the Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such fractional interest multiplied day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder or the holder of the Preferred Securities so converted. (d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Security converted in part in accordance with Section 305. (e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Market Value per share Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount. (f) All shares of Common Stock delivered upon any conversion of Securities required to bear the Restricted Securities Legend shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the Stockholder Approval Daterestrictions on transfer provided in such legend and in Section 305(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; PROVIDED, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Securities required to bear the Restricted Securities Legend.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) In the “Conversion Date”). As soon as practicable, but in no event of conversion pursuant to Section 6(a)later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, 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 2.06(3). The Person in whose name the certificate is registered shall be treated as promptly as practicable written notice to each holder specifying: (A) a stockholder of record on and after the Stockholder Approval Conversion Date; provided, however, that no surrender of Notes 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 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; 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 Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (Btogether with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes 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 interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business based on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record total Principal Amount of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights Notes converted. Upon surrender of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such eventNote that is converted in part, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an amount authorized denomination equal in Principal Amount to the unconverted portion of cash the Note surrendered. If the last day on which Notes may be converted is a legal holiday in respect of such fractional interest equal a place where a Conversion Agent is located, the Notes may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. To convert 2023 Notes, a Holder must satisfy the requirements in this Section 6.02 and in the 2023 Notes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Subject to the procedures set forth in Section 6.13 hereof, as soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Issuer shall deliver the Conversion Value in cash and deliver the Common Stock by either of the following methods: (i) In update the event of conversion pursuant to Section 6(a), global security representing the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued record the Holder's interest in respect the Common Stock, or (ii) deliver to the Holder, through the Conversion Agent, a certificate for the number of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing full shares of Common StockStock representing Net Shares, if any, together with, in either case, cash or a check in lieu of any fractional share determined pursuant to Section 6.03 hereof. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; and (D) provided, however, that dividends no surrender of 2023 Notes on any date when the shares stock transfer books of the Issuer shall be closed shall be effective to be converted will cease constitute the Person or Persons entitled to accrue on such Stockholder Approval Date. Unless receive the shares of Common Stock issuable upon such conversion are to be issued in the same name as the name in which record holder or holders of such shares of Series A Preferred Common Stock are registeredon such date, each share surrendered for mandatory conversion but such surrender shall be accompanied by instruments effective to constitute the Person or Persons entitled to receive such shares of transfer, in form satisfactory to Common Stock as the Company, duly executed by the record holder or holders thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected for all purposes at the close of business on the Stockholder Approval Date. At next succeeding day on which such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon stock transfer books are open; such mandatory conversion shall be deemed to at the Conversion Rate in effect on the date that such 2023 Notes shall have become been surrendered for conversion, as if the holder of record stock transfer books of the shares Issuer had not been closed. Upon conversion of Common Stock represented thereby at 2023 Notes, such time; (B) such shares of Series A Preferred Stock so converted Person shall no longer be deemed to a Holder of such 2023 Notes. No payment or adjustment shall be outstanding, and all rights of a holder made for dividends on or other distributions with respect to such shares shall immediately terminate except the right to receive the any Common Stock and other amounts payable pursuant to except as provided in Section 6.06 hereof or as otherwise provided in this Section 6 Indenture. On conversion of 2023 Notes, delivery of the Principal Return and the right Net Shares (together with the cash or check payment, if any, in lieu of fractional shares) will be deemed to receive satisfy the Issuer's obligation to pay the principal amount of the converted 2023 Notes as well as accrued interest with respect to the converted 2023 Notes. Accrued interest on the 2023 Notes shall be deemed canceled, extinguished or forfeited, rather than paid in full. Notwithstanding conversion of any dividend declared but not yet paid pursuant to Section 3. (iii) 2023 Notes, the Holders of shares of Series A Preferred the 2023 Notes and any Common Stock at the close of business on a Dividend Record Date shall issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment DateRegistration Rights Agreement. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such If a Holder either (i) in cash or (ii) converts more than one 2023 Note at the Company’s optionsame time, in shares the amount of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions cash and number of shares of Common Stock issuable upon the conversion shall be issued, but in lieu thereof based on the Company shall pay an total principal amount of cash the 2023 Notes converted. Upon surrender of a 2023 Note that is converted in respect part, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2023 Note in an authorized denomination equal in principal amount to the unconverted portion of such fractional interest equal the 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2023 Notes may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (i) In the event which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of conversion pursuant transfer to Section 6(aGabelli or in blank), the Company shall deliver as promptly as practicable accompanied by irrevocable written notice to each holder specifying: Gabelli to the effect that the Holder elects so to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (Awhich notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for upon such shares of Series A Preferred Stock conversion are to be surrendered for issuance issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of certificates the Note on account of any interest accrued on this Note or evidence on account of book-entry notation representing shares of Common Stock; and (D) that any dividends accrued on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable issued upon conversion are such conversion. Gabelli shall, as soon as practicable after the surrender of this Note at the office referred to be issued above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the same name as applicable written notice of conversion), a certificate or certificates evidencing the name in number of full shares of Common Stock to which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion person or persons shall be accompanied by instruments entitled as aforesaid, together with a cash adjustment in respect of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been effected at made as of the close date of business on such surrender of this Note (or, if later, the Stockholder Approval Date. At date of compliance with such time: (A) other conditions), and the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right persons entitled to receive the Common Stock and other amounts payable pursuant to deliverable upon conversion of this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date Note shall be entitled to receive treated for all purposes as the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash record holder or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time holders of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on such date. If this Note is to be converted in part only, upon such conversion Gabelli shall execute deliver to the Stockholder Approval DateHolder, at the expense of Gabelli, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an aggregate principal amount equal to the unconverted portion of the principal amount of this Note.

Conversion Procedures. (ia) In order to convert all or a portion of the event of conversion pursuant to Section 6(a)Securities, the Company Holder thereof shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Conversion Agent an irrevocable Notice of Conversion setting forth the number principal amount of shares of Common Stock Securities to be issued converted, together with the name or names, if other than the Holder, in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless which the shares of Common Stock issuable should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be issued converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the same name Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $25 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Common Stock of the Company pursuant to this Article Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the name in which Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay to the Company the interest payable on the subsequent Interest Payment Date, and will be entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of Securities to be converted notwithstanding the conversion thereof prior to such shares Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of Series A Preferred Stock are registeredredemption is mailed pursuant to Section 11.06 and a Security is converted after such mailing but prior to the relevant Redemption Date, each share surrendered for mandatory all accrued but unpaid interest (including Additional Payments, if any) through the date of conversion shall be accompanied by instruments paid to the holder of transfersuch Security on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, in form satisfactory the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, duly executed by the holder thereof or shall be discharged from such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The trust. Each conversion shall be deemed to have been effected at the close of business immediately prior to 5:00 p.m. (New York City time) on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date. At such time: (A") by the person in whose name Conversion Agent from the Holder or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the from a holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed Securities effecting a conversion thereof pursuant to be outstandingits conversion rights under the Declaration, and all rights of a holder with respect to such shares shall immediately terminate except as the right case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and other amounts payable pursuant to this Section 6 and deliver at the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Series A Preferred Common Stock at issuable upon such conversion, together with the close cash payment, if any, in lieu of business on a Dividend Record Date shall be any fraction of any share to the Person or Persons entitled to receive the dividend payable on same. The Conversion Agent shall deliver such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior certificate or certificates to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash Person or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversionPersons. (ivb) In connection with Subject to any right of the mandatory Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 and the second paragraph of Clause (a) of Section 13.02, the Company's delivery upon conversion of shares of Series A Preferred Stock, no fractions the fixed number of shares of Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be issueddeemed to satisfy the Company's obligation to pay the principal amount of the portion of Securities so converted and any unpaid interest (including Additional Payments, if any) accrued on such Securities at the time of such conversion. (c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in respect the last reported sale price of such fractional interest equal on the date on which the Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such fractional interest multiplied day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Securities or the holder of the Preferred Securities so converted. (d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.05. (e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Market Value per share Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock on in accordance with the Stockholder Approval Dateprovisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.

Conversion Procedures. To convert Securities, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the “Conversion Date”. On conversion of Securities, any accrued and unpaid interest with respect to the converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and the Common Stock (itogether with the cash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) In of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the event extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security (w) if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date, (x) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to close of business on the second Trading Day prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date or (z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion pursuant with respect to Section 6(a)a Security If a Holder converts more than one Security at the same time, the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the cash and number of shares of Common Stock to issuable upon the conversion, if any, shall be issued in respect based on the total principal amount of each share the Securities converted. Upon surrender of Series A Preferred Stock a Security that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registeredpart, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of cash the Security surrendered. If the last day on which Securities may be converted is a legal holiday in respect of such fractional interest equal a place where a Conversion Agent is located, the Securities may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. (i) In the event order to convert shares of conversion ESOP Shares into shares of Common Stock pursuant to this Section 6(a)7, the Company Trustee shall deliver as promptly as practicable to the Corporation at its principal executive offices or another place designated by the Corporation in a written notice sent to each holder specifying: the Trustee, a Conversion Notice, in form satisfactory to the Corporation, duly executed by the Trustee. Each Conversion Notice shall specify (A) the Stockholder Approval Date; (B1) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares ESOP Shares to be converted will cease and (2) whether the ESOP Shares are being converted pursuant to accrue on such Stockholder Approval Datethe Conversion Right set forth in Section 7(a) or the Alternative Conversion Right set forth in Section 7(b). Unless In the shares of event the ESOP Shares are converted pursuant to this Section 7, the Corporation shall deliver Common Stock issuable upon conversion are to be issued in which is readily tradable on an established securities market (A) as soon as practicable after receipt of the same name as the name in which Conversion Notice, if such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory Conversion Notice is received prior to the Companyeffectiveness of any registration statement filed with the Commission regarding the registration of such Common Stock, duly executed by or (B) as soon as reasonably practicable, but not later than five (5) Business Days, after receipt of the holder thereof or Conversion Notice, if such holder’s duly authorized attorney and an amount sufficient Conversion Notice is received after the effectiveness of any registration statement filed with the Commission regarding the registration of such Common Stock. Any conversion pursuant to pay any transfer or similar tax in accordance with this Section 15(f). (ii) The conversion 7 shall be deemed to have been effected at the close of business on the Stockholder Approval Business Day on which the Conversion Notice has been received by the Corporation (a "Conversion Date. At such time: "). (Aii) The Corporation shall, as soon as practicable after the Conversion Date, cause to be issued and delivered to the person specified in whose name or names any the Conversion Notice a certificate or certificates for evidencing the number of full shares of Common Stock to which such person shall be issuable entitled, together with a cash payment in respect of any fractional shares of Common Stock otherwise issuable. The person or persons entitled to receive the shares of Common Stock deliverable upon conversion of such mandatory conversion shares of ESOP Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the relevant Conversion Date, unless the stock transfer books of the Corporation shall be closed on such Conversion Date, in which event such person or persons shall be deemed to have become the such holder or holders of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable next succeeding day on which such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversionstock transfer books are open. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In To convert all or a portion of the event of conversion pursuant to Section 6(a)Debentures, the Company Debentureholder thereof shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Conversion Agent an irrevocable Conversion Request setting forth the number principal amount of shares of Common Stock Debentures to be issued converted, together with the name or names, if other than the Debentureholder, in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless which the shares of Common Stock issuable should be issued upon conversion and, if such Debentures are in certificate form, surrender to the Conversion Agent the Debentures to be issued converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $10 principal amount of Debentures for each Preferred Security), and (ii) to immediately convert such Debentures, on behalf of such Debentureholder, into Common Stock pursuant to this Article IV and, if such Preferred Securities are in certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as provided in the same name as immediately preceding sentence, the name Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for such Interest Payment Date, in which case such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion interest shall be accompanied by instruments paid to the person who was the Debentureholder at the close of transferbusiness on such regular record date. Except as otherwise set forth above in this paragraph, in form satisfactory the case of any Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, duly executed by the holder thereof or shall be discharged from such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The trust. Each conversion shall be deemed to have been effected at the immediately prior to close of business on the Stockholder Approval day on which the Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Debentureholder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. At such time: (A) As promptly as practicable on or after the person Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Debentureholder in whose name or names any the Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons. (b) Subject to any right of the Debentureholder, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at maturity of the portion of Debentures so converted and any unpaid interest (including Additional Interest, if any) accrued on such Debentures at the time of such conversion. (c) No fractional shares of Common Stock shall be issuable upon issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the last reported sale price of such mandatory conversion fractional interest on the date on which the Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn shall be deemed make such payment, if any, to have become the Debentureholder or the holder of record the Preferred Securities so converted. (d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9. (e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection accordance with the mandatory conversion provisions of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof this Article IV and to deliver to the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval DateTrust a new Debenture or Debentures for any resulting unconverted principal amount.

Conversion Procedures. (i) In Any Holder of a Note desiring to convert such Note into Common Stock shall surrender such Note at the event Company’s principal executive office, accompanied by proper instruments of conversion pursuant transfer to Section 6(a), the Company shall deliver as promptly as practicable or in blank, accompanied by irrevocable written notice to each holder specifying: the Company that the Holder elects so to convert such Note (Athe “Notice of Conversion”) and specifying the Stockholder Approval Date; name or names (Bwith address) the number of in which a certificate or certificates evidencing shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance issued; provided, however, that if the Holder submits a Notice of certificates or evidence Conversion with respect to all outstanding Notes, then the Company shall not be required to honor such Notice of book-entry notation representing shares of Common Stock; and (D) that dividends on Conversion unless the shares Secured Party shall have provided the Company with any authorizations requested by the Company to be converted will cease file a termination statement with respect to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued Secured Party’s security interest in the same name Collateral, as set forth in Section 6 of the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)Subscription Agreement. (ii) The Company need not deem a Notice of Conversion to be received unless the Holder complies with all the provisions hereof. The Company will make a notation of the date that a Notice of Conversion is received, which date of receipt shall be deemed to be the date of receipt for purposes hereof. (iii) The Company shall, within 15 days after such deposit of any Note accompanied by a Notice of Conversion and compliance with any other conditions herein contained, deliver to the person for whose account such Note was so surrendered certificates evidencing the number of full shares of Common Stock to which such person shall be entitled as aforesaid, subject to Section 4. (iv) Subject to the following provisions of this paragraph 3(b)(iv), such conversion shall be deemed to have been effected at made as of the close date of business on such surrender of the Stockholder Approval Note to be converted (the “Conversion Date. At such time: (A) ”), and the person in whose name or names any certificate or certificates for shares of persons entitled to receive the Common Stock deliverable upon conversion of such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at on such time; (B) such shares of Series A Preferred Stock so converted date and the Note shall no longer be deemed to be outstanding, outstanding and all rights of a holder with whatsoever in respect thereof (including the right to such shares receive interest thereon) shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders number of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in full shares of Common Stock converted to which such person shall be entitled hereunder; provided, however, that the Company shall not be required to convert any Note while the stock transfer books of the Company are closed for any purpose, but the surrender of a Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the Conversion Date shall be the date of such reopening and the conversion shall be at the Conversion Price Rate in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Conversion Date.

Conversion Procedures. (ia) In The Preferred Stock shall be convertible into shares of Common Stock, in accordance with the event terms of this Section 4 after the receipt by the Corporation of a Conversion Notice as defined in Section 4.1(c) hereof received at any time after the date that the issuance of Common Stock upon such conversion is approved by the holders of outstanding Common Stock, in compliance with Rule 312.03 of the New York Stock Exchange Listed Company Manual (or such approval otherwise is not required) subject to the requirements of Section 4.1(b) hereof. (b) A holder of shares of Preferred Stock may, at any time after the requirements of Section 4.1(a) are satisfied, convert pursuant to this Section 6(a), 4 all or any part (in whole numbers of shares only) of the Company shall deliver shares of Preferred Stock held by such holder into such number of fully paid and non-assessable whole shares of Common Stock as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) is obtained by multiplying the number of shares of Common Preferred Stock so to be issued converted by the Liquidation Value thereof and dividing the result by the Conversion Price then in respect effect. Such right as to any particular share shall terminate at the close of each share of Series A business on the day immediately prior to the date fixed for payment on the Preferred Stock that is converted; upon any liquidation, dissolution, winding up or similar distribution of the Corporation. (Cc) the place or places where certificates or evidence Each conversion of book-entry notation for such shares of Series A Preferred Stock are to shall be surrendered for issuance effected by the surrender of the certificate or certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on at the principal office of the Corporation (or such Stockholder Approval Date. Unless other office or agency of the shares of Common Stock issuable upon conversion are to be issued in the same name Corporation as the name Corporation may designate by notice in writing to the holder or holders of the Preferred Stock) at any time during its usual business hours, which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed a written notice by the holder thereof of such Preferred Stock (a "Conversion Notice") stating that such holder desires to convert shares, or such holder’s duly authorized attorney a stated number of shares, represented by a certificate or certificates specifically described therein. Such Conversion Notice shall also specify the name or names (with addresses) and an amount sufficient to pay any transfer denominations in which the certificate or similar tax in accordance with Section 15(f). (ii) certificates for Common Stock shall be issued and shall include instructions for delivery thereof. The Conversion Price shall be determined as of the close of business on the date the certificate representing the Preferred Stock and the Conversion Notice is received by the Corporation. Such conversion shall be deemed to have been effected at as of the close of business on the Stockholder Approval date on which the certificate representing the Preferred Stock and the Conversion Notice for such shares shall have been received by the Corporation, and as of such date (the "Conversion Date. At such time: (A") the rights of the holder of such Preferred Stock (or specified portion thereof) as such holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall are to be issuable issued upon such mandatory conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby at such time; thereby. (Bd) such shares of Series A Preferred Stock so converted shall As soon as possible after the Conversion Date (and in no longer be deemed event more than 30 days after the Conversion Date), subject to be outstandingSection 4.2(c), and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iiicertificate(s) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable specified in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or and (ii) at below, the Company’s optionCorporation shall deliver to the converting holder or, with respect to the certificate(s) specified in shares of Common Stock converted at the Conversion Price in effect (i) below, as of the time of specified by such mandatory conversion.converting holder: (ivi) In connection with a certificate or certificates representing the mandatory conversion of shares of Series A Preferred Stock, no fractions number of shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the converting holder shall be issued, have specified; (ii) a certificate representing any shares of Preferred Stock which shall have been represented by the certificate or certificates which shall have been delivered to the Corporation in connection with such conversion but in lieu thereof the Company which shall pay an amount not have been converted; and (iii) a payment of cash in respect of such fractional interest an amount equal to such the value of any fractional interest multiplied by the Market Value per share of Common Stock on that otherwise would be issuable in connection with the Stockholder Approval DatePreferred Stock converted.

Conversion Procedures. (i) In the event Upon any conversion of conversion this Note pursuant to Section 6(a)3(a) above, the Company outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the be converted into such number of shares of Common Stock to be fully paid, validly issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of bookand non-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing assessable shares of Common Stock; , free of any liens, claims and (D) that dividends on encumbrances, as is determined by dividing the shares outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be converted will cease referred to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name herein as the name "Conversion Date". If a conversion under this Note cannot be effected in which full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, upon request of the Holder, promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such shares outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of Series A Preferred Stock are registeredthis Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Holder and the Company, duly executed by so as not to require physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at outstanding Principal Amount of this Note is less than the close of business Principal ▇▇▇▇▇▇ stated on the Stockholder Approval Date. At such time: (A) face of this Note, the person in whose name or names Holder will not voluntarily transfer this Note at any certificate or certificates time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed issuance, without charge to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingHolder, and all rights of a holder with respect replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedpromptly as practical, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied no event later than three Trading Days, after surrender by the Market Value per share of Common Stock on the Stockholder Approval DateHolder.

Conversion Procedures. Any holder of Notes desiring to convert such Notes into Common Stock shall surrender the Notes at the offices of the Company, which Notes shall be accompanied by irrevocable written notice to the Company that the holder elects so to convert such Notes and specifying the name or names (iwith address) In in which a certificate or certificates evidencing shares of Common Stock are to be issued. The Company will make a notation of the event date that a notice of conversion pursuant is received, which date shall be deemed to Section 6(a), be the date of receipt for purposes hereof. The Company shall deliver as promptly as practicable written notice to each the holder specifying: (A) converting the Stockholder Approval Date; (B) Notes, or to the nominee or nominees of such person, certificates evidencing the number of full shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion person shall be accompanied by instruments entitled as aforesaid, together with a cash adjustment of transfer, in form satisfactory any fraction of a share as hereinafter provided. Subject to the Companyfollowing provisions of this paragraph, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at made as of the close date of business on such surrender of the Stockholder Approval Date. At such time: (A) Notes and the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right persons entitled to receive the Common Stock deliverable upon conversion of such Notes shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that the Company shall not be required to convert any Notes while the stock transfer books of the Company are closed for any purpose, but the surrender of Notes for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and other amounts payable the conversion shall be at the conversion rate in effect on such date. All notices of conversion shall be irrevocable; provided, however, that if the Company has sent notice of an event pursuant to this Section 6 and paragraph 2(e) hereof, a holder of Notes may, at its election, provide in its notice of conversion that the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders conversion of shares of Series A Preferred Stock at the close of business on a Dividend Record Date its Notes shall be entitled to receive contingent upon the dividend payable on occurrence of the record date or effectiveness of such shares event (as specified by such holder), provided that such notice of Series A Preferred Stock on conversion is received by the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and Company prior to such Dividend Payment Date. In such eventrecord date or effective date, any such dividend that would otherwise be payable in as the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversioncase may be. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In On the event of conversion pursuant to Section 6(aMandatory Conversion Date, any Fundamental Change Conversion Date or any Optional Conversion Date (each, a “Conversion Date”), dividends on any shares of Series A-1 Preferred Stock converted to Common Stock shall cease to accrue and cumulate, and on the Company Mandatory Conversion Date (subject to postponement as described in Section 5(a)), such converted shares of Series A-1 Preferred Stock shall deliver as promptly as practicable written notice cease to be outstanding, in each holder specifying: (A) case, subject to the Stockholder Approval Date; (B) the number right of Holders of such shares of Series A-1 Preferred Stock to receive shares of Common Stock to be issued in respect (or Units of each share of Series A Preferred Stock that is converted; (CExchange Property, if applicable) the place or places where certificates or evidence of book-entry notation for into which such shares of Series A A-1 Preferred Stock were converted and any accrued and unpaid dividends on such shares to which such Holders are otherwise entitled pursuant to be surrendered for issuance Section 5(c), Section 6(b) or Section 7(d), as applicable. (b) Subject to postponement as described in Section 5(a), on the Mandatory Conversion Date, pursuant to Section 5, any outstanding shares of certificates or evidence of book-entry notation representing Series A-1 Preferred Stock shall automatically convert into shares of Common Stock; and (D) that dividends . The Person or Persons entitled to receive the Common Stock issuable upon any such conversion of the Series A-1 Preferred Stock shall be treated as the record holder or record holders, as the case may be, of such shares of Common Stock as of 5:00 p.m., New York City time, on the shares applicable Conversion Date. Except as provided under Section 11, prior to be converted will cease to accrue 5:00 p.m., New York City time, on such Stockholder Approval applicable Conversion Date. Unless the , shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such of any shares of Series A A-1 Preferred Stock are registeredshall not be outstanding for any purpose, each share surrendered for mandatory conversion shall be accompanied by instruments and Holders of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A A-1 Preferred Stock so converted shall have no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right of Common Stock, including, without limitation, voting rights, rights to receive respond to tender offers for the Common Stock and other amounts payable pursuant to this Section 6 and the right rights to receive any dividend declared but not yet paid dividends or other distributions on the Common Stock, by virtue of holding shares of Series A-1 Preferred Stock. No allowance or adjustment, except as set forth in Section 11, shall be made in respect of dividends payable to holders of record of Common Stock as of any date prior to such applicable Conversion Date. (c) To effect an Optional Conversion pursuant to Section 3.6 or a Fundamental Change Conversion pursuant to Section 7, a Holder who (iiii) Holders of shares of holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Series A A-1 Preferred Stock at in definitive, certificated form must: (A) complete and manually sign the close conversion notice on the back of business the Series A-1 Preferred Stock certificate or a facsimile of such conversion notice; (B) deliver the completed conversion notice and the certificated Series A-1 Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if required, pay all transfer or similar taxes or duties, if any. (the day on a Dividend Record which the Holder complies with such requirements, the “Optional Conversion Date” or the “Fundamental Change Conversion Date”, as the case may be); provided that, the Fundamental Change Conversion Date shall be entitled to receive a date no earlier than the dividend payable on such shares Effective Date of Series A Preferred Stock the Fundamental Change and no later than 5:00 p.m., New York City time, on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as last day of the time of such mandatory conversion. (iv) In connection with Fundamental Change Conversion Period. The issuance by the mandatory conversion of shares of Series A Preferred Stock, no fractions Corporation of shares of Common Stock upon an Optional Conversion shall be issueddeemed effective immediately prior to 5:00 p.m., but in lieu thereof New York City time, on the Company Optional Conversion Date. (d) With respect to any Optional Conversion or any Fundamental Change Conversion of shares of Series A-1 Preferred Stock: (i) if there shall pay an amount have been surrendered certificate or certificates, as the case may be, representing a greater number of cash in respect shares of such fractional interest equal Series A-1 Preferred Stock than the number of shares of Series A-1 Preferred Stock to be converted, the Corporation shall execute and the Registrar shall countersign and deliver to such fractional interest multiplied Holder or such Holder’s designee, at the expense of the Corporation, new certificate or certificates, as the case may be, representing the number of shares of Series A-1 Preferred Stock that shall not have been converted; and (ii) if the shares of Series A-1 Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Optional Conversion Date or Fundamental Change Conversion Date, as the case may be, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Series A-1 Preferred Stock represented by the Market Value per share of Common Stock global certificate by making a notation on Schedule I attached to the Stockholder Approval Daterelevant Global Preferred Share.

Conversion Procedures. (a) In order to convert all or a portion of the Debentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) In to exchange such Preferred Security for a portion of the event Debentures held by the Trust (at an exchange rate of $25 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such holder, into Company Common Stock pursuant to this Article 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted, notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion pursuant to Section 6(a)of such Debenture shall not be payable, and the Company shall deliver as promptly as practicable written notice not make nor be required to each holder specifying: (A) make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Stockholder Approval Date; (B) the number of shares of Common Stock Debentures being converted, which shall be deemed to be issued paid in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation full. Debentures submitted for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory prior to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax expiration of conversion rights as provided in accordance with Section 15(f). (ii) The conversion 13.3 shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. At The Person or Persons entitled to receive Company Common Stock issuable upon such time: (A) conversion shall be treated for all purposes as the person record holder or holders of such Company Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in whose name or names any the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock shall be issuable upon such mandatory conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. (b) The Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to have become satisfy the holder of record Company's obligation to pay the principal amount at Maturity of the portion of Debentures so converted and any unpaid interest (including Additional Interest, if any) accrued on such Debentures at the time of such conversion. (c) No fractional shares of Company Common Stock represented thereby at such time; (B) such shares will be issued as a result of Series A Preferred Stock so converted conversion, but in lieu thereof, the Company shall no longer be deemed pay to be outstanding, and all rights the Conversion Agent a cash adjustment in an amount equal to the same fraction of a holder the Current Market Price with respect to such shares shall immediately terminate except fractional interest on the right date on which the Debentures or Preferred Securities, as the case may be, were duly surrendered to receive the Conversion Agent for conversion, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Securities or the holder of the Preferred Securities so converted. 66 (d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5. (e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Company Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Company Common Stock and other amounts payable pursuant thereupon to deliver such shares of Company Common Stock in accordance with the provisions of this Section 6 Article 13 and to deliver to the right to receive Trust a new Debenture or Debentures for any dividend declared but not yet paid pursuant to Section 3resulting unconverted principal amount. (iiif) Holders The Company shall at all times reserve and keep available out of its authorized and unissued Company Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Series A Preferred Company Common Stock at as shall from time to time be issuable upon the close conversion of business on a Dividend Record Date all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to receive the dividend payable on such deliver upon conversion of Debentures shares of Series A Preferred Company Common Stock on reacquired and held in the corresponding Dividend Payment Date notwithstanding treasury of the mandatory Company (in lieu of the issuance of authorized and unissued shares of Company Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Company Common Stock upon conversion thereof following of Debentures, and the Company has in effect at such Dividend Record Date and prior time a stock purchase rights agreement under which holders of Company Common Stock are issued rights ("Rights") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Company Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Company Common Stock pursuant to such Dividend Payment Datestock purchase rights agreement. In Any shares of Company Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Company Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such eventgovernmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Company Common Stock (and all requirements to list Company Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Company Common Stock upon conversion of the Debentures and to lawfully deliver Company Common Stock to each Holder upon conversion of the Debentures. (g) The Company will pay any such dividend and all taxes that would otherwise may be payable in respect of the form issue or delivery of Series A Preferred shares of Company Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Company Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be payable made unless and until the Person requesting such issue has paid to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as Agent the amount of any such tax, or has established to the satisfaction of the time of Conversion Agent that such mandatory conversiontax has been paid. (ivh) In connection with Nothing in this Article 13 shall limit the mandatory conversion requirement of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay an amount of cash in respect any amounts on account of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datewithholdings.

Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) In to exchange such Preferred Security for a portion of the event Securities held by the Trust (at an exchange rate of $27 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion pursuant to Section 6(a)of such Security shall not be payable, and the Company shall deliver as promptly as practicable written notice not make nor be required to each holder specifying: (A) make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Stockholder Approval Date; (B) the number of shares of Common Stock Securities being converted, which shall be deemed to be issued paid in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Datefull. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital Stock as of the Conversion Date. At such time: (A) As promptly as practicable on or after the person Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in whose name or names any the Notice of Conversion, a certificate or certificates for the number of full shares of Common Capital Stock shall be issuable upon such mandatory conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. (b) Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to have become satisfy the holder of record Company's obligation to pay the principal amount at Maturity of the shares portion of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock Securities so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock any unpaid interest (including Compounded Interest and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iiiAdditional Sums) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable accrued on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) Securities at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (ivc) In connection with the mandatory conversion of No fractional shares of Series A Preferred Stock, no fractions Capital Stock will be issued as a result of shares of Common Stock shall be issuedconversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in respect the Closing Price of such fractional interest equal on the date on which the Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Securities or the holder of the Preferred Securities so converted. (d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06. (e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval DateHolders a new Security or Securities for any resulting unconverted principal amount.

Conversion Procedures. (a) ing the Conversion Agent (i) In to exchange such Preferred Security for a portion of the event Securities held by the Trust (at an exchange rate of $27 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrender ing such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion pursuant to Section 6(a)of such Security shall not be payable, and the Company shall deliver as promptly as practicable written notice not make nor be required to each holder specifying: (A) make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Stockholder Approval Date; (B) the number of shares of Common Stock Securities being converted, which shall be deemed to be issued paid in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Datefull. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital Stock as of the Conversion Date. At such time: (A) As promptly as practicable on or after the person Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in whose name or names any the Notice of Conversion, a certificate or certificates for the number of full shares of Common Capital Stock shall be issuable upon such mandatory conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. (b) Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as 79 79 provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to have become satisfy the holder of record Company's obligation to pay the principal amount at Maturity of the shares portion of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock Securities so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock any unpaid interest (including Compounded Interest and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iiiAdditional Sums) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable accrued on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) Securities at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (ivc) In connection with the mandatory conversion of No fractional shares of Series A Preferred Stock, no fractions Capital Stock will be issued as a result of shares of Common Stock shall be issuedconversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in respect the Closing Price of such fractional interest equal on the date on which the Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Securities or the holder of the Preferred Securities so converted. (d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06. (e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date80 80 Holders a new Security or Securities for any resulting unconverted principal amount.

Conversion Procedures. (i) In Any holder of shares of Series B Cumulative Convertible Preferred Stock desiring to convert such shares into Common Stock shall surrender the event certificate or certificates representing such shares of conversion pursuant Series B Cumulative Convertible Preferred Stock at the office of the transfer agent for the Series B Cumulative Convertible Preferred Stock, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to Section 6(a)the Corporation or in blank, or accompanied by proper instruments of transfer to the Company shall deliver as promptly as practicable Corporation or in blank, accompanied by irrevocable written notice to each the Corporation that the holder specifying: elects so to convert such shares of Series B Cumulative Convertible Preferred Stock and specifying the name or names (Awith address or addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued. (ii) Subject to Section 8(k) hereof, no payments or adjustments in respect of dividends on shares of Series B Cumulative Convertible Preferred Stock surrendered for conversion or on account of any dividend on the Stockholder Approval Date; Common Stock issued upon conversion shall be made upon the conversion of any shares of Series B Cumulative Convertible Preferred Stock. (Biii) The Corporation shall, as soon as practicable after such deposit of certificates representing shares of Series B Cumulative Convertible Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, deliver at such office of the transfer agent to the person for whose account such shares of Series B Cumulative Convertible Preferred Stock were so surrendered or to the nominee or nominees of such person certificates representing the number of full shares of Common Stock to which such person shall be issued entitled as aforesaid, together with a cash adjustment in respect of each any fraction of a share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory hereinafter provided. Subject to the Companyfollowing provisions of this paragraph, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at made as of the close date of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record surrender of the shares of Common Stock represented thereby at such time; (B) such shares of Series A B Cumulative Convertible Preferred Stock so converted shall no longer be deemed to be outstandingconverted, and all rights of a holder with respect to such shares shall immediately terminate except the right person or persons entitled to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders deliverable upon conversion of shares of such Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A B Cumulative Convertible Preferred Stock shall be payable to such Holder either (i) in cash treated for all purposes as the record holder or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time holders of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datesuch date.

Conversion Procedures. (ia) In On the event Mandatory Conversion Date, dividends on the shares of conversion Series G Preferred Stock shall cease to accrue, and such shares of Series G Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares to receive the shares of Common Stock into which such shares of Series G Preferred Stock are convertible pursuant to Section 6(a). (b) The Holders of the shares of Series G Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock as of the close of business on the Mandatory Conversion Date. Prior to the Mandatory Conversion Date, shares of Common Stock issuable upon conversion of any shares of Series G Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Series G Preferred Stock shall have no rights with respect to, or as holders of, the Common Stock (including without limitation voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Series G Preferred Stock. (c) Shares of Series G Preferred Stock duly converted in accordance herewith, or otherwise reacquired by the Company, shall resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance (provided that any such cancelled shares of Series G Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series G Preferred Stock). (d) The Company shall deliver as promptly as practicable written notice to each holder specifying: (A) register the Stockholder Approval Date; (B) certificates for the number of shares of Common Stock to be issued in respect of each share upon conversion of Series A G Preferred Stock that is converted; (C) in the place or places where certificates or evidence name of book-entry notation for the Holder of such shares of Series A G Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends as shown on the shares records of the Company, unless the Holder of such Series G Preferred Stock shall by written notice to be converted will cease the Company elect not to accrue on such Stockholder Approval Date. Unless the receive shares of Common Stock issuable deliverable upon such conversion are to be issued in the same name as the name certificated form, in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof case the Company shall pay an amount register such shares in its direct registration system in the name of cash in respect the Holder of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Series G Preferred Stock as shown on the Stockholder Approval Daterecords of the Company.

Conversion Procedures. (a) In order to convert all or a portion of the Securities (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (each, a "Notice of Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) In to exchange such Trust Securities for a portion of the event Securities held by the Trust (at an exchange rate of $50 principal amount of Securities for each Trust Security) and (ii) to convert such Securities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock pursuant to this Article Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. (b) If a Security is surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to such payment date), then, notwithstanding such conversion, the interest payable on such payment date will be paid to the Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such payment date) when so surrendered for conversion, the Security need not be accompanied by payment of an amount in cash equal to the interest payable on such payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security that is converted, interest that would otherwise be due and payable after the date of conversion pursuant to Section 6(a)of such Security shall not be payable, and the Company shall deliver as promptly as practicable written notice not make nor be required to each holder specifying: (A) make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Stockholder Approval Date; (B) the number of shares of Common Stock Securities being converted, which shall be deemed to be issued paid in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Datefull. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The Each conversion shall be deemed to have been effected immediately prior to the close of business on the day (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from (x) a holder of the Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration or (y) if the Securities shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed in the Notice of Conversion, a certificate or certificates for the number of full shares of Fleetwood Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. (c) The Company's delivery upon conversion of the fixed number of shares of Fleetwood Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at maturity of the Securities so converted and any unpaid interest (including Additional Interest) accrued on such Securities at the time of such conversion; PROVIDED, that if any Security is surrendered for conversion after the close of business on a record date for payment of interest and before the opening of business on the corresponding interest payment date, the interest payable on such interest payment date with respect to such Security shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the Stockholder Approval Date. At such time: (Arecord date) the or to such other person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock Securities are registered at the close of business on a Dividend Record Date shall be entitled such record date, as the case may be, despite such conversion. The Company will make no payment or allowance for distributions on the shares of Fleetwood Common Stock issued upon such conversion, except to receive the dividend payable on extent that such shares of Series A Preferred Fleetwood Common Stock are held of record on the corresponding Dividend Payment Date notwithstanding the mandatory record date for any such distributions. Each conversion thereof following such Dividend Record Date and will be deemed to have been effected immediately prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form close of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at business on the Company’s option, in shares of Common Stock converted at day on which the related conversion notice was received by the Conversion Price in effect as of the time of such mandatory conversionAgent. (ivd) In connection with the mandatory conversion of No fractional shares of Series A Preferred Stock, no fractions of shares of Fleetwood Common Stock shall will be issuedissued as a result of conversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in respect the Closing Price of such fractional interest equal on the applicable Conversion Date, or, if such day is not a Trading Day, on the preceding Trading Day, and the Conversion Agent in turn will make such payment, if any, to such fractional interest multiplied the Holder of the Securities or the holder of the Trust Securities, as the case may be, so converted. (e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof. (f) In effecting the conversion transactions described in this Section 1302, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Fleetwood Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Market Value per share Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Fleetwood Common Stock on and thereupon to deliver such shares of Fleetwood Common Stock in accordance with the Stockholder Approval Dateprovisions of this Article Thirteen and to deliver to the Person entitled thereto a new Security or Securities for any resulting unconverted principal amount.

Conversion Procedures. (a) In order to convert all or a portion of the Debentures, the Holder thereof shall (i) In sign and deliver to the event Conversion Agent an irrevocable notice of conversion pursuant election to Section 6(a), convert ("Conversion Notice") setting forth the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number principal amount of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares Debentures to be converted will cease to accrue on such Stockholder Approval Date. Unless (which shall equal the Principal Amount of One Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Common Stock issuable should be issued upon conversion conversion, (ii) if such Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be issued in the same name converted, with such endorsements or transfer documents as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed requested by the holder thereof or such holder’s duly authorized attorney Conversion Agent, and an amount sufficient to (iii) pay any transfer or similar tax tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at an exchange rate of $1 of principal amount of Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Debentures, on behalf of such holder, into Common Stock pursuant to this Article VII and, if such Trust Securities are in accordance definitive form, surrendering such Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Accrued but unpaid interest will not be paid in cash on Debentures that are converted, nor will such accrued interest be converted into additional shares of Common Stock upon conversion of the Debentures, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for Common Stock received on conversion, and the Company shall not make nor be required to make any other payment, adjustment or allowance with Section 15(f)respect to accrued but unpaid interest on the Debentures being converted, which shall be deemed to be paid in full. If any Debentures are converted into shares of Common Stock during the period from (but excluding) a record date to (and including) the next succeeding interest payment date, then either (i) if such Debentures have been called for redemption on a redemption date that occurs during such period, or are to be redeemed in connection with a Special Event which occurs during such period, the Company shall not be required to pay interest on such Interest Payment Date in respect of such Debentures or (ii) if otherwise converted during such period, such Debentures shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted. (iib) The Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Conversion Notice was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. At such time: (A) As promptly as practicable on or after the person Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in whose name or names any the Conversion Notice, a certificate or certificates for the number of full shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed conversion, together with the cash payment, if any, in lieu of any fraction of any share to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be Person or Persons entitled to receive the dividend payable on same. The Conversion Agent shall deliver such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior certificate or certificates to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash Person or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversionPersons. (ivc) In connection with the mandatory The Company's delivery upon conversion of shares of Series A Preferred Stock, no fractions the fixed number of shares of Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be issueddeemed to satisfy the Company's obligation to pay the principal amount at the Maturity Date of the portion of Debentures so converted and any unpaid interest (including Compounded Interest) accrued on such Debentures at the time of such conversion. (d) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof thereof, the Company shall pay in cash an amount equal to the same fraction of cash in respect the Closing Price of such fractional interest equal on the Conversion Date, or, if such day is not a Trading Day, on the next Trading Day. The Company shall pay such cash amount, if any, to the Conversion Agent and the Conversion Agent in turn will pay such fractional interest multiplied cash amount, if any, to the Holder of the Debentures or the holder of the Trust Securities so converted, as appropriate. (e) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 2.08 of the Base Indenture. (f) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Market Value per share Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article VII and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock on in accordance with the Stockholder Approval Dateprovisions of this Article VII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.

Conversion Procedures. (i) In the event of conversion pursuant Subject to Section 6(a5(c), at any time and from time to time, a holder of Series A Preferred Stock shall have the Company shall deliver as promptly as practicable written notice right to each holder specifying: (Aconvert any share(s) the Stockholder Approval Date; (B) of Series A Preferred Stock into the number of shares of Common Stock to be issued computed by dividing (X) the Original Issue Price by (Y) the Conversion Price then in respect of each effect for such share of Series A Preferred Stock (such quotient being the “Ordinary Conversion Amount”); provided, however, that is converted; (Cafter the third anniversary of the Closing Date, any share(s) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to shall be surrendered for issuance convertible into a number of certificates or evidence of book-entry notation representing shares of Common Stock; and computed by dividing (DA) that dividends on the shares Original Issue Price by (B) the average Market Price for the 10 consecutive Trading Days before the delivery to be converted will cease the office of the Corporation or any transfer agent of the written notice of election to accrue on convert if such Stockholder Approval Dateamount is greater than the Ordinary Conversion Amount. Unless the shares of Common Stock issuable upon Each conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion pursuant to Section 5(a) shall be accompanied effected by instruments of transferdelivery, in form satisfactory to the Companyoffice of the Corporation or to any transfer agent for such shares, of (A) duly executed by endorsed certificates for the shares being converted and (B) written notice to the Corporation that the holder thereof or elects to convert such holder’s duly authorized attorney and an amount sufficient shares. Conversion pursuant to pay any transfer or similar tax in accordance with Section 15(f). (ii5(a) The conversion shall be deemed to have been effected at occur immediately prior to the close of business on the Stockholder Approval Datedate the certificates and notice are delivered. At the time any such time: (A) conversion has been effected, the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record rights of the shares holders of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder cease with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.date conversion is deemed to have been effected. As soon as practicable after (x) a conversion has been effected and (y) the certificate(s) representing the converted shares of Series A Preferred Stock have been surrendered to the principal office of the Corporation or to any transfer agent for such shares, the Corporation shall deliver to the converting holder:

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(aAs provided in Subdivision 3(d)(v), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each dividends on any share of Series A Preferred Stock that is converted; (C) converted to Common Stock shall cease to accumulate on the place Mandatory Conversion Date or places where certificates or evidence of book-entry notation for any applicable Conversion Date, as applicable, and such shares of Series A Preferred Stock are shall cease to be surrendered for issuance outstanding upon conversion. (ii) Prior to the Close of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends Business on the shares to be converted will cease to accrue on such Stockholder Approval Mandatory Conversion Date or any applicable Conversion Date. Unless the , shares of Common Stock (and/or other securities, if applicable) issuable upon conversion are to be issued in the same name as the name in which such of any shares of Series A Preferred Stock are registeredshall not be deemed outstanding for any purpose, each share surrendered for mandatory conversion and the Holder(s) shall be accompanied by instruments of transfer, in form satisfactory have no rights with respect to the CompanyCommon Stock (and/or other securities, duly executed by if applicable) issuable upon conversion (including voting rights, rights to respond to tender offers for the holder thereof Common Stock (and/or other securities, if applicable) issuable upon conversion and rights to receive any dividends or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business other distributions on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be (and/or other securities, if applicable) issuable upon such mandatory conversion shall be deemed to have become the holder conversion) by virtue of record of the shares of Common Stock represented thereby at such time; (B) such holding shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right Stock. (iii) The Person(s) entitled to receive the Common Stock (and/or cash, securities or other property, if applicable) issuable upon conversion of Series A Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock (and/or other securities, if applicable) as of the Close of Business on the Mandatory Conversion Date or any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock (and/or cash, securities or other property, if applicable) and other amounts payable pursuant payments of cash in lieu of fractional shares, if any, and accrued and unpaid dividends, if any, to this Section 6 and the right to receive any dividend declared but not yet be issued or paid pursuant to Section 3. (iii) Holders upon conversion of shares of Series A Preferred Stock at should be registered or paid or the close of business on a Dividend Record Date manner in which such shares should be delivered, the Corporation shall be entitled to receive register and deliver such shares, and make such payments, in the dividend payable name of the Holder and in the manner shown on such shares the records of the Corporation. (iv) Shares of Series A Preferred Stock on duly converted in accordance with this Certificate of Incorporation, or otherwise reacquired by the corresponding Dividend Payment Date notwithstanding Corporation, will resume the mandatory conversion thereof following status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance. The Corporation may from time-to-time take such Dividend Record Date and prior appropriate action as may be necessary to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in reduce the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion authorized number of shares of Series A Preferred Stock; provided that no decrease shall reduce the authorized number of Series A Preferred Stock to a number less than the number of shares then outstanding. (v) Conversion into shares of Common Stock will occur on the Mandatory Conversion Date or any applicable Conversion Date as follows: (A) On the Mandatory Conversion Date, no fractions of certificates representing shares of Common Stock shall be issuedissued and delivered to the Holder(s) or their designee upon presentation and surrender of the certificate evidencing the Series A Preferred Stock to the Corporation and, but if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes. (B) On the date of any conversion at the option of the Holder(s) pursuant to Subdivision 3(g), a Holder must do each of the following in lieu thereof order to convert: (1) surrender the Company shall shares of Series A Preferred Stock to the Corporation; (2) if required, furnish appropriate endorsements and transfer documents; and (3) if required, pay an amount of cash all transfer or similar taxes. The date on which a Holder complies with the procedures in respect of such fractional interest equal to such fractional interest multiplied by this Subdivision 3(i)(v) is the Market Value per share of Common Stock on the Stockholder Approval “Conversion Date”.

Conversion Procedures. (iA) An Initial Holder shall immediately provide written notice to the Company of any Transfer by such Initial Holder of any share of Series C Preferred Stock to a person other than the Company or an Affiliate of such Initial Holder, which notice shall state the number of shares of Series C Preferred Stock subject to the Transfer, the person acquiring such shares and the Conversion Date. (B) Effective immediately prior to the close of business on the Conversion Date with respect to any Transferred Share, but subject to the consummation of the Transfer of such share, dividends shall no longer be declared on such Transferred Share and such Transferred Share shall cease to be outstanding. (C) Prior to the close of business on the Conversion Date with respect to any Transferred Share, shares of Common Stock issuable upon conversion thereof shall not be deemed outstanding for any purpose, and the holder of such Transferred Share shall have no rights with respect to Common Stock (including voting rights or rights to respond to tender offers for Common Stock) by virtue of holding such Transferred Share. (D) The person or persons entitled to receive Common Stock issuable upon conversion of Transferred Shares shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the Conversion Date with respect thereto. In the event of conversion pursuant that an Initial Holder fails to Section 6(a), the Company shall deliver as promptly as practicable by written notice to each holder specifying: (A) designate the Stockholder Approval Date; (B) the number of name in which shares of Common Stock to be issued upon conversion of Transferred Shares should be registered in respect of each share of Series A Preferred Stock that the Company’s transfer records or the manner in which such shares should be delivered, the Company shall not be obligated to register or deliver such shares, until such written notice is converted; (C) the place or places where certificates or evidence of book-entry notation for provided, and until such time, such shares of Series A Preferred Common Stock are shall be issued in the name of the Company, which will hold such shares and all distributions thereon in trust for the transferee, subject to be surrendered reimbursement by the rightful owner for issuance of reasonable out-of-pocket expenses incurred in connection therewith. (E) As soon as reasonably practicable following the Conversion Date with respect to any Transferred Share, certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to shall be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory and delivered to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney designee upon presentation and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record surrender of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed certificate evidencing the Transferred Share to be outstandingthe Company, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable or in the form case of Series A Preferred Stock shall be payable book-entry shares, a book-entry transfer and, if applicable, notice to such Holder either (i) in cash or (ii) at the Company’s optiontransfer agent, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall will be issued, but in lieu thereof made by the Company shall pay an amount upon the furnishing of cash in respect appropriate endorsements and transfer documents and the payment of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Dateall transfer and similar taxes, as applicable.

Conversion Procedures. (i) In the event of conversion pursuant Subject to Section 6(a5(c), at any time and from time to time, a holder of Series A Preferred Stock shall have the Company shall deliver as promptly as practicable written notice right to each holder specifying: (Aconvert any share(s) the Stockholder Approval Date; (B) of Series A Preferred Stock into the number of shares of Common Stock to be issued computed by dividing (X) the Original Issue Price by (Y) the Conversion Price then in respect of each effect for such share of Series A Preferred Stock (such quotient being the “Ordinary Conversion Amount”); provided, however, that is converted; (Cafter the third anniversary of the Closing Date, any share(s) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to shall be surrendered for issuance convertible into a number of certificates or evidence of book-entry notation representing shares of Common Stock; and computed by dividing (DA) that dividends on the shares Original Issue Price by (B) the average Market Price for the 10 consecutive Trading Days before the delivery to be converted will cease the office of the Corporation or any transfer agent of the written notice of election to accrue on convert if such Stockholder Approval Date. Unless amount is greater than the shares of Common Stock issuable upon Ordinary Conversion Amount. (ii) Each conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion pursuant to Section 5(a) shall be accompanied effected by instruments of transferdelivery, in form satisfactory to the Companyoffice of the Corporation or to any transfer agent for such shares, of (A) duly executed by endorsed certificates for the shares being converted and (B) written notice to the Corporation that the holder thereof or elects to convert such holder’s duly authorized attorney and an amount sufficient shares. Conversion pursuant to pay any transfer or similar tax in accordance with Section 15(f). (ii5(a) The conversion shall be deemed to have been effected at occur immediately prior to the close of business on the Stockholder Approval Datedate the certificates and notice are delivered. At the time any such time: (A) conversion has been effected, the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record rights of the shares holders of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder cease with respect to such converted shares shall immediately terminate except the right of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock and other amounts payable pursuant on the date conversion is deemed to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3have been effected. (iii) Holders As soon as practicable after (x) a conversion has been effected and (y) the certificate(s) representing the converted shares of Series A Preferred Stock have been surrendered to the principal office of the Corporation or to any transfer agent for such shares, the Corporation shall deliver to the converting holder: (A) a certificate or certificates representing the number of shares of Common issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (B) a certificate representing any shares of Series A Preferred Stock which were represented by the certificate or certificates delivered to the Corporation or to any transfer agent in connection with such conversion but which were not converted; and (C) any amount payable under Section 5(a)(vi) with respect to such conversion. (iv) The Corporation shall not close its books on a Business Day against the transfer of Series A Preferred Stock or of Common issued or issuable upon conversion of Series A Preferred Stock in any manner that interferes with the timely conversion of Series A Preferred Stock. At any time that a conversion of shares of Series A Preferred Stock at pursuant to this Section 5(a) has occurred, the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on so converted shall not thereafter be reissued, sold or transferred or deemed to be issued and outstanding for any purpose and the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form number of shares of Series A Preferred Stock authorized to be issued by the Corporation shall be payable to reduced by the number of shares of Series A Preferred Stock so converted. (v) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common, solely for the purpose of issuance upon the conversion of shares of the Series A Preferred Stock, such Holder either (i) in cash or (ii) at the Company’s option, in number of shares of Common Stock converted at as are issuable upon the Conversion Price conversion of all outstanding Series A Preferred Stock. All shares of Common which are so issuable shall, when issued in effect as accordance with the terms hereof, be duly and validly issued, fully paid and nonassessable. The Corporation shall not take any action that would cause the number of authorized but unissued shares of Common to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the time of such mandatory conversionSeries A Preferred Stock. (ivvi) In connection with If any fractional interest in a share of Common would, except for the mandatory provisions of this subparagraph, be delivered upon any conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedthe Corporation, but in lieu thereof of delivering the Company shall fractional share therefor, may pay an amount of cash in respect to the holder thereof equal to the Market Price of such fractional interest equal as of the date of conversion. The determination as to such the amount of any cash payment in lieu of the issuance of fractional interest multiplied shares shall be based upon the total number of shares of Series A Preferred Stock being converted at any one time by the Market Value per holder thereof, not upon each share of Common Series A Preferred Stock being converted at any one time by the holder thereof. (vii) If any holder surrenders shares of Series A Preferred Stock for conversion after the close of business on the Stockholder Approval Daterecord date for the payment of a dividend and prior to the opening of business on the Dividend Payment Date for such dividend, then, notwithstanding such conversion, the dividend payable on such Dividend Payment Date will be paid to the registered holder of such shares on such record date. (viii) If a holder converts shares of Series A Preferred Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common upon the conversion. The holder, however, shall pay to the Corporation the amount of any tax which is due (or shall establish to the satisfaction of the Corporation the payment thereof or that no such payment is due) if the shares are to be issued in a name other than the name of such holder.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.3 and in paragraph 6 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent, along with appropriate endorsements and transfer documents, and pays any transfer or similar tax, is the conversion date (ithe “Conversion Date”) In the event with respect to such Notes. Upon conversion of conversion pursuant to Section 6(a)a Note, the Company shall deliver to the Holder, through the Conversion Agent, the amounts determined in accordance with Section 9.18, which shall be owing upon such conversion on the third Business Day following the last Trading Day of the relevant Conversion Reference Period. The Person in whose name the certificate is registered shall only be treated as promptly as practicable written notice to each holder specifying: (A) a stockholder of record on and after the Stockholder Approval Conversion Date; (B) provided, however, that no surrender of Notes 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 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 5:00 p.m. New York City time on the next succeeding Business 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 were surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 9.8 or as otherwise provided in this Indenture. Except as provided in this paragraph, a Holder converting Notes shall not be entitled to receive any accrued and unpaid interest on any such Notes being converted. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable or payable upon conversion in accordance with this Section 9.3, any accrued and unpaid interest on such Notes will be deemed to have been paid in full. If any Conversion Date occurs subsequent to the Regular Record Date immediately preceeding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Notes at 5:00 p.m., New York City time, on any Record Date shall receive the interest payable on such Note on such Interest Payment Date notwithstanding the conversion thereof. Notes surrendered for conversion during the period from 5:00 p.m., New York City time, on any Record Date shall be accompanied by payment from converting Holders, for the account of the Company, in New York Clearing House funds, of an amount equal to the interest payable on such Interest Payment Date on the Notes being surrendered for conversion; provided that no such payment need be made: · in connection with a conversion following the Regular Record Date immediately preceding the Stated Maturity; · if a Designated Event Purchase Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or · to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to the Notes. Upon conversion of Notes, that portion of accrued but unpaid interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be issued paid in respect full to the Holder thereof through delivery of each share the Common Stock (together with the cash payment, if any, in lieu of Series A Preferred fractional shares) or cash or a combination of cash and Common Stock that is converted; (C) in exchange for the place Notes being converted pursuant to the provisions hereof, and the cash or places where certificates or evidence the Fair Market Value of book-entry notation for such shares of Series A Preferred Common Stock are (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and the balance, if any, of such cash or the Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be surrendered entitled to receive Liquidated Damages, if any, in accordance with the Registration Rights Agreement. The Company will not adjust the Conversion Rate to account for issuance accrued interest on any Note. If a Holder converts more than one Note at the same time, the number of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments based on the total principal amount of transferthe Notes converted. Upon surrender of a Note that is converted in part, in form satisfactory the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the CompanyHolder, duly executed by a new Note in an authorized denomination equal in principal amount to the holder thereof or unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Designated Event Purchase Notice with respect to a Note, may not surrender such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax Note for conversion until the Designated Event Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 15(f)8.4. (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. Conversion of shares of the Convertible Perpetual Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors, of the certificate or certificates for such shares of the Convertible Perpetual Preferred Stock to be converted accompanied by a complete and fully executed Notice of Conversion (ias set forth in the form of Convertible Perpetual Preferred Stock certificate attached hereto) In along with (A) appropriate endorsements and transfer documents as required by the event of conversion Registrar or Conversion Agent and (B) if required pursuant to Section 6(a7(c), funds equal to the Company dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall deliver as promptly as practicable written specify a name or names other than that of such holder, such notice to each holder specifying: (A) shall be accompanied by payment of all transfer taxes payable upon the Stockholder Approval Date; (B) the number issuance of shares of Common Stock to in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be issued payable in respect of each share any issuance or delivery of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such of shares of Series A the Convertible Perpetual Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) pursuant hereto. The conversion shall of the Convertible Perpetual Preferred Stock will be deemed to have been effected at made as of the close of business on the Stockholder Approval date (the “Conversion Date. At ”) such time: (A) the person in whose name or names any certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Corporation that such taxes have been paid). Promptly (but no later than two Business Days) following the Conversion Date, the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Perpetual Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if less than the full number of shares of the Convertible Perpetual Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. As of the close of business on the Conversion Date, the rights of the holder of the Convertible Perpetual Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock (or, where applicable, cash) and the Person entitled to receive the shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have treated for all purposes as having become the record holder of record of the such shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number Conversion of shares of Common Stock to be issued in respect of each share of the Series A Cumulative Convertible Preferred Stock that is converted; (C) Shares may be effected by any holder thereof upon the place surrender to the Corporation, at the principal office of the Corporation or places where at such other office or agency as may be directed by the Board of Directors, of the certificate or certificates or evidence of book-entry notation for such shares of the Series A Cumulative Convertible Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares Shares to be converted will cease accompanied by a complete and manually signed Notice of Conversion (attached hereto as Exhibit A) along with (A) appropriate endorsements and transfer documents as required by the Board of Directors and (B) if required pursuant to accrue Section 7(c) funds equal to the dividend payable on such Stockholder Approval the next Dividend Payment Date. Unless the shares In case such Notice of Common Stock issuable upon conversion are to be issued in the same Conversion shall specify a name as the name in which or names other than that of such shares of Series A Preferred Stock are registeredholder, each share surrendered for mandatory conversion such notice shall be accompanied by instruments payment of transferall transfer taxes payable upon the issuance of shares of Voting Common Stock in such name or names. Other than such taxes, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to Corporation shall pay any transfer documentary, stamp or similar tax issue or transfer taxes that may be payable in accordance with Section 15(f). (ii) respect of any issuance or delivery of shares of Voting Common Stock upon conversion of shares of the Series A Cumulative Convertible Preferred Shares pursuant hereto. The conversion shall of the Series A Cumulative Convertible Preferred Shares will be deemed to have been effected at the close of business made on the Stockholder Approval date (the “Conversion Date. At ”) such time: (A) the person in whose name or names any certificate or certificates for have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Corporation that such taxes have been paid). Promptly (but no later than 10 Business Days) following the Conversion Date, the Corporation shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Voting Common Stock to which the holder of shares of the Series A Cumulative Convertible Preferred Shares being converted (or such holder’s transferee) shall be entitled, and (ii) if less than the full number of shares of the Series A Cumulative Convertible Preferred Shares evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. On the Conversion Date, the rights of the holder of the Series A Cumulative Convertible Preferred Shares as to the shares being converted shall cease except for the right to receive shares of Voting Common Stock and the Person entitled to receive the shares of Voting Common Stock shall be issuable upon such mandatory conversion shall be deemed to have treated for all purposes as having become the record holder of record of the such shares of Voting Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In the event Upon any conversion of conversion this Note pursuant to Section 6(a)3(a) above, the Company outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the be converted into such number of shares of Common Stock to be frilly paid, validly issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of bookand non-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing assessable shares of Common Stock; , free of any liens, claims and (D) that dividends on encumbrances, as is determined by dividing the shares outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be converted will cease referred to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name herein as the name "Conversion Date". If a conversion under this Note cannot be effected in which frill for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, upon request of the Holder, promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such shares outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the frill outstanding Principal Amount of Series A Preferred Stock are registeredthis Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Holder and the Company, duly executed by so as not to require physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at outstanding Principal Amount of this Note is less than the close of business Principal ▇▇▇▇▇▇ stated on the Stockholder Approval Date. At such time: (A) face of this Note, the person in whose name or names Holder will not voluntarily transfer this Note at any certificate or certificates time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed issuance, without charge to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstandingHolder, and all rights of a holder with respect replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issuedpromptly as practical, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied no event later than three Trading Days, after surrender by the Market Value per share of Common Stock on the Stockholder Approval DateHolder.

Conversion Procedures. (ia) In The Preferred Stock shall be convertible into shares of Common Stock, in accordance with the event terms of conversion this Section 4. (b) A holder of shares of Preferred Stock may at any time convert pursuant to this Section 6(a), 4 all or any part (in whole numbers of shares only) of the Company shall deliver shares of Preferred Stock held by such holder into such number of fully paid and non-assessable whole shares of Common Stock as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) is obtained by multiplying the number of shares of Common Preferred Stock so to be issued converted by the Liquidation Value thereof and dividing the result by the Conversion Price then in respect effect. Such right as to any particular share shall terminate at the close of each share of Series A business on the day immediately prior to the date fixed for payment on the Preferred Stock that is converted; upon any liquidation, dissolution, winding up or similar distribution of the Corporation. (Cc) the place or places where certificates or evidence Each conversion of book-entry notation for such shares of Series A Preferred Stock are to shall be surrendered for issuance effected by the surrender of the certificate or certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on at the principal office of the Corporation (or such Stockholder Approval Date. Unless other office or agency of the shares of Common Stock issuable upon conversion are to be issued in the same name Corporation as the name Corporation may designate by notice in writing to the holder or holders of the Preferred Stock) at any time during its usual business hours, which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed a written notice by the holder thereof of such Preferred Stock (a "Conversion Notice") stating that such holder desires to convert shares, or such holder’s duly authorized attorney a stated number of shares, represented by a certificate or certificates specifically described therein. Such Conversion Notice shall also specify the name or names (with addresses) and an amount sufficient to pay any transfer denominations in which the certificate or similar tax in accordance with Section 15(f). (ii) certificates for Common Stock shall be issued and shall include instructions for delivery thereof. The Conversion Price shall be determined as of the close of business on the date the certificate representing the Preferred Stock and the Conversion Notice is received by the Corporation. Such conversion shall be deemed to have been effected at as of the close of business on the Stockholder Approval date on which the certificate representing the Preferred Stock and the Conversion Notice for such shares shall have been received by the Corporation, and as of such date (the "Conversion Date. At such time: (A") the rights of the holder of such Preferred Stock (or specified portion thereof) as such holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall are to be issuable issued upon such mandatory conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby at such time; thereby. (Bd) such shares of Series A Preferred Stock so converted shall As soon as possible after the Conversion Date (and in no longer be deemed event more than 30 days after the Conversion Date), subject to be outstandingSection 4.2(c), and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iiicertificate(s) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable specified in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or and (ii) at below, the Company’s optionCorporation shall deliver to the converting holder or, with respect to the certificate(s) specified in shares of Common Stock converted at the Conversion Price in effect (i) below, as of the time of specified by such mandatory conversion.converting holder: (ivi) In connection with a certificate or certificates representing the mandatory conversion of shares of Series A Preferred Stock, no fractions number of shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the converting holder shall be issued, have specified; (ii) a certificate representing any shares of Preferred Stock which shall have been represented by the certificate or certificates which shall have been delivered to the Corporation in connection with such conversion but in lieu thereof the Company which shall pay an amount not have been converted; and (iii) a payment of cash in respect of such fractional interest an amount equal to such the value of any fractional interest multiplied by the Market Value per share of Common Stock on that otherwise would be issuable in connection with the Stockholder Approval DatePreferred Stock converted.

Conversion Procedures. (i) In Any Holder of a Note desiring to convert such Note into Common Stock shall surrender such Note at the event Company's principal executive office, accompanied by proper instruments of conversion pursuant transfer to Section 6(a), the Company shall deliver as promptly as practicable or in blank, accompanied by irrevocable written notice to each holder specifying: the Company that the Holder elects so to convert such Note (Athe "Notice of Conversion") and specifying the Stockholder Approval Date; name or names (Bwith address) the number of in which a certificate or certificates evidencing shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)issued. (ii) The Company need not deem a Notice of Conversion to be received unless the Holder complies with all the provisions hereof. The Company will make a notation of the date that a Notice of Conversion is received, which date of receipt shall be deemed to be the date of receipt for purposes hereof. (iii) The Company shall, as soon as practicable after such deposit of any Note accompanied by a Notice of Conversion and compliance with any other conditions herein contained, deliver to the person for whose account such Note was so surrendered, or to the nominee or nominees of such person, certificates evidencing the number of full shares of Common Stock to which such person shall be entitled as aforesaid, subject to Section 4. (iv) Subject to the following provisions of this Paragraph 3(b)(iv), such conversion shall be deemed to have been effected at made as of the close date of business on such surrender of the Stockholder Approval Date. At such time: (A) Note to be converted, and the person in whose name or names any certificate or certificates for shares of persons entitled to receive the Common Stock deliverable upon conversion of such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at on such time; (B) such shares of Series A Preferred Stock so converted date and the Note shall no longer be deemed to be outstanding, outstanding and all rights of a holder with whatsoever in respect thereof (including the right to such shares receive interest thereon) shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders number of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in full shares of Common Stock converted to which such person shall be entitled hereunder; provided, however, that the Company shall not be required to convert any Note while the stock transfer books of the Company are closed for any purpose, but the surrender of a Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the Conversion Price Rate in effect as on such date applied to the Liquidation Amount calculated through such date of the time of such mandatory conversionreopening. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To convert the Notes, a Holder must (ia) In complete and manually sign the event irrevocable conversion notice on the reverse of conversion pursuant the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to Section 6(a)the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Conversion Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) or the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; Trustee and (Dd) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) tax, if required. The conversion date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been effected at tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the close terms of business on Section 2.08 or Section 2.09, as the Stockholder Approval Datecase may be. At such time: (A) the person in whose name or names In case any certificate or certificates for shares of Common Stock Note shall be issuable 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 mandatory Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note, a Holder will not receive any cash payment representing accrued and unpaid interest on such Note, except as specified in the immediately preceding paragraph. Instead, upon a conversion of Notes, the Company will deliver to surrendering Holder only the consideration specified in Section 2.12. Delivery of cash and Common Shares, if any, upon a conversion of Notes will be deemed to have become satisfy the holder of record Company’s obligation to pay the principal of the shares Notes and any accrued and unpaid interest thereon. Accordingly, upon a conversion of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer Notes, any accrued and unpaid interest will be deemed paid in full rather than cancelled, extinguished or forfeited. In no event will the Conversion Rate be adjusted to be outstanding, account for accrued and all rights of a holder with respect to such shares shall immediately terminate except unpaid interest on the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Notes. Holders of shares of Series A Preferred Stock Notes at the close of business on a Dividend Regular Record Date shall be entitled to for an interest payment will receive the dividend payment of interest payable on such shares of Series A Preferred Stock on the corresponding Dividend Interest Payment Date notwithstanding the mandatory conversion thereof following of such Dividend Notes at any time after the close of business on the applicable Regular Record Date. Notes surrendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to such Dividend Interest Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash Date or (ii2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of conversion with respect to such mandatory conversion. (iv) In connection Notes. Upon conversion of a Note, the Company, if it elects to deliver Net Shares, will pay any documentary, stamp or similar issue or transfer tax due on the issue of the Net Shares upon such conversion unless the tax is due because the Holder requests the Net Shares to be issued or delivered to a Person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing Common Shares will not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Common Shares. Such Holder shall only acquire such rights upon the delivery by the Company, at its option, of Net Shares in accordance with the mandatory provisions of Section 2.12 upon a conversion of Notes by a Holder. If a Holder converts more than one Note at the same time, the number of Net Shares, if any, issuable upon the conversion shall be based on the total principal amount of the Notes surrendered for conversion. The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the conversion of the Notes at the applicable Conversion Rate. Any Common Shares delivered upon a conversion of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of Series A Preferred Stockany lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Common Shares, if any, upon a conversion of Notes and shall cause to have listed or quoted all such Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed or quoted. Except as set forth herein, no fractions of shares of Common Stock other payment or adjustment for interest shall be issued, but in lieu thereof the Company shall pay an amount made upon conversion of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval DateNotes.

Conversion Procedures. (i) In Within thirty (30) days after delivery of the event Series A Conversion Notice or notice of conversion pursuant to Section 6(a)Holder Election or Corporation Election that elects conversion, the Company holder of the shares to which such notice is subject shall deliver as promptly as practicable written notice to each holder specifying: (A) surrender the Stockholder Approval Date; (B) certificate or certificates representing the number of shares of Common Stock Series A Preferred to be issued in respect converted at the principal office of the Corporation. Except as otherwise provided herein, each share conversion of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at as of the close of business on the Stockholder Approval Datedate on which the certificate or certificates representing the Series A Preferred to be converted have been surrendered for conversion pursuant to this Section 6. At the time any such time: (A) conversion has been effected, the person rights of the holder of such converted shares Series A Preferred shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall are to be issuable issued upon such mandatory conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby at such time; thereby. (Bii) The conversion rights of any Series A Preferred subject to redemption hereunder shall terminate on the applicable Series A Redemption Date for such shares of Series A Preferred Stock so converted shall no longer be deemed unless the Corporation has failed to be outstanding, and all rights pay to the holder thereof the Redemption Value of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3of Series A Preferred. (iii) Holders As soon as possible after a conversion has been effected (but in any event within ten (10) business days in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder: (a) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and (b) a certificate representing any shares of Series A Preferred that were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. (iv) The issuance of certificates for shares of Common Stock at the close upon conversion of business on a Dividend Record Date Series A Preferred shall be entitled made without charge to receive the dividend payable holders of such Series A Preferred for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock. Upon conversion of each share of Series A Preferred, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. (v) The Corporation shall not close its books against the issuance of Series A Preferred in satisfaction of accrued dividends on Series A Preferred, the transfer of Series A Preferred or of Common Stock issued or issuable upon conversion of Series A Preferred in any manner that interferes with the timely conversion of Series A Preferred. The Corporation shall assist and cooperate with any holder of Series A Preferred required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series A Preferred hereunder (including, without limitation, making any filings required to be made by the Corporation). (vi) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series A Preferred, such number of shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred, including shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Dateissued as dividends. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in All shares of Common Stock converted at the Conversion Price in effect that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as of the time of may be necessary to assure that all such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall may be issued, but in lieu thereof the Company shall pay an amount so issued without violation of cash in respect any applicable law or governmental regulation or any requirements of such fractional interest equal to such fractional interest multiplied by the Market Value per share any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Series A Preferred, including that issuable on the Stockholder Approval Dateaccrued dividends on Series A Preferred thereon.

Conversion Procedures. (ia) In the event of conversion pursuant to Section 6(aAs provided in Subdivision 4(e), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each dividends on any share of Series A Preferred Stock that is converted; (C) converted to Common Stock shall cease to accumulate on the place Mandatory Conversion Date or places where certificates or evidence of book-entry notation for any applicable Conversion Date, as applicable, and such shares of Series A Preferred Stock are shall cease to be surrendered for issuance outstanding upon conversion. (b) Prior to the Close of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends Business on the shares to be converted will cease to accrue on such Stockholder Approval Mandatory Conversion Date or any applicable Conversion Date. Unless the , shares of Common Stock (and/or other securities, if applicable) issuable upon conversion are to be issued in the same name as the name in which such of any shares of Series A Preferred Stock are registeredshall not be deemed outstanding for any purpose, each share surrendered for mandatory conversion and the Holder(s) shall be accompanied by instruments of transfer, in form satisfactory have no rights with respect to the CompanyCommon Stock (and/or other securities, duly executed by if applicable) issuable upon conversion (including voting rights, rights to respond to tender offers for the holder thereof Common Stock (and/or other securities, if applicable) issuable upon conversion and rights to receive any dividends or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business other distributions on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be (and/or other securities, if applicable) issuable upon such mandatory conversion shall be deemed to have become the holder conversion) by virtue of record of the shares of Common Stock represented thereby at such time; (B) such holding shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right Stock. (c) The Person(s) entitled to receive the Common Stock (and/or cash, securities or other property, if applicable) issuable upon conversion of Series A Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock (and/or other securities, if applicable) as of the Close of Business on the Mandatory Conversion Date or any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock (and/or cash, securities or other property, if applicable) and other amounts payable pursuant payments of cash in lieu of fractional shares, if any, and accrued and unpaid dividends, if any, to this Section 6 and the right to receive any dividend declared but not yet be issued or paid pursuant to Section 3. (iii) Holders upon conversion of shares of Series A Preferred Stock at should be registered or paid or the close of business on a Dividend Record Date manner in which such shares should be delivered, the Corporation shall be entitled to receive register and deliver such shares, and make such payments, in the dividend payable on such shares name of Series A Preferred Stock the Holder and in the manner shown on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as records of the time of such mandatory conversionCorporation. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In the event of an automatic conversion of the Series C Preferred Stock pursuant to Section 6(a)5, the outstanding shares of Series C Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall deliver not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing such shares of Series C Preferred Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall, as promptly soon as practicable written notice after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to each such holder specifying: (A) the Stockholder Approval Date; (B) of Series C Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be issued entitled as aforesaid and a check payable to the holder in respect the amount of each share any cash amounts payable as the result of a conversion into fractional shares of Common Stock as provided in subsection (f) below; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series A C Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that is converted; (C) the place shares of Common Stock issued upon the conversion of the Series C Preferred Stock shall be uncertificated, in which case the Company or places where certificates or evidence its transfer agent will make the appropriate entries into the records of book-entry notation the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stock. (b) Effective immediately upon conversion of any share of Series A C Preferred Stock, dividends shall no longer be declared on any such converted share of Series C Preferred Stock are and such share of Series C Preferred Stock shall cease to be surrendered for issuance outstanding, in each case, subject to the right of certificates or evidence the holder of book-entry notation representing shares of Common Stock; Series C Preferred Stock to receive any declared and (D) that unpaid dividends on such share to the shares extent provided herein and any other payments to which such holder is otherwise entitled hereunder. (c) No allowance or adjustment, except as expressly provided herein, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on the date any share of Series C Preferred Stock is converted will cease (the “Conversion Date”) with respect to accrue any share of Series C Preferred Stock. Prior to the close of business on such Stockholder Approval Date. Unless the Conversion Date with respect to any share of Series C Preferred Stock, shares of Common Stock issuable upon conversion are thereof shall not be deemed outstanding for any purpose, and the holder of such share of Series C Preferred Stock shall have no rights with respect to the Common Stock issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series C Preferred Stock. (d) Upon the conversion of any Series C Preferred Stock that is converted in part, the Company shall issue or cause to be issued to the holder a new certificate representing shares of Series C Preferred Stock equal in number to the same name unconverted portion of the shares of Series C Preferred Stock represented by the certificate so surrendered. (e) The person or persons entitled to receive the Common Stock upon conversion of Series C Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Conversion Date with respect thereto. In the event that a holder shall not by written notice designate the name in which such shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series A C Preferred Stock are registeredshould be registered or paid or the manner in which such shares should be delivered, each the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the holder and in the manner shown on the records of the Company. (i) No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the conversion of any shares of Series C Preferred Stock. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of Series C Preferred Stock, the Company shall pay to the holder of such share of Series C Preferred Stock an amount in cash (computed to the nearest cent) equal to the product of (A) such fraction and (B) the current market price (as defined below) of a share of Common Stock on the second trading day immediately preceding the day of conversion. If more than one share of Series C Preferred Stock shall be surrendered for mandatory conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be accompanied by instruments computed on the basis of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)aggregate number of shares of Series C Preferred Stock so surrendered. (ii) The conversion “current market price” per share of Common Stock at any date shall be deemed to have been effected at be the close average of business the daily closing prices for the five consecutive trading days immediately prior to the date in question. The closing price for each day shall be the closing price per share of Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that day as reported in composite transactions for the principal national securities exchange on which the Common Stock is listed for trading. The closing price shall be determined without reference to after-hours or extended market trading. If the Common Stock is not listed for trading on a national securities exchange on the Stockholder Approval Daterelevant date, the “closing price” of the Common Stock shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the Pink OTC Markets, Inc. or similar organization. At such time: If the Common Stock is not so quoted, the “closing price” of the Common Stock shall be determined by a U.S. nationally recognized independent investment banking firm selected by the Company for this purpose. (Ag) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the person in whose name issue or names any certificate or certificates for delivery of shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A C Preferred StockStock pursuant to Section 5 and this Section; provided, no fractions however, that the Company shall not be required to pay any tax which may be payable in respect of shares any registration or transfer involved in the issue or delivery of Common Stock in a name other than that of the registered holder of Series C Preferred Stock converted or to be converted, and no such issue or delivery shall be issued, but in lieu thereof made unless and until the person requesting such issue has paid to the Company shall pay an the amount of cash in respect any such tax or has established, to the satisfaction of the Company, that such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datetax has been paid.

Conversion Procedures. (i) In the event of As soon as possible after a conversion pursuant to Section 6(a)has --------------------- been effected, the Company shall deliver as promptly as practicable written notice to each holder specifyingthe converting holder: (A) the Stockholder Approval Date; (B) a certificate or certificates representing the number of shares of Common Conversion Stock (excluding any fractional share), as the case may be, issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has reasonably specified; if required by the terms of this Note, payment in an amount equal to be issued the sum of all accrued interest with respect to the principal amount converted, which has not been paid prior thereto, plus the amount payable under subparagraph (d) below; a new Note representing any portion of the principal amount which was represented by this Note surrendered to the Company in respect of each connection with such conversion but which was not converted; and if any fractional share of Series A Preferred Conversion Stock that is converted; (C) would, except for the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to provisions hereof, be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable deliverable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registeredthis Note, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or in lieu of delivering such holder’s duly authorized attorney and fractional share, shall pay an amount sufficient equal to pay any transfer or similar tax in accordance with Section 15(f). (ii) the Conversion Price of such fractional share as of the date of such conversion. The conversion shall be deemed to have been effected at the close issuance of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Conversion Stock upon conversion of this Note shall be issuable upon such mandatory conversion shall be deemed made without charge to have become 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 record of the shares of Common Stock represented thereby at Conversion Stock. Upon conversion of this Note, the Company shall take all such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed actions as are necessary in order to be outstandinginsure that the Conversion Stock, and all rights of a holder issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Conversion Stock, issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall at all times reserve and keep available out of its authorized but unissued shares shall immediately terminate except of Conversion Stock, solely for the right to receive purpose of issuance upon the Common Stock and other amounts payable pursuant to this Section 6 and conversion of the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders Notes, such number of shares of Series A Preferred Stock at Conversion Stock, issuable upon the close conversion of business on a Dividend Record Date all outstanding Notes. All shares of Conversion Stock, which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges except those contemplated by the Purchase Agreement and the Registration Agreement. The Company shall take all such actions as may be entitled necessary to receive the dividend payable on assure that all such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions may be so issued without violation of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Dateany applicable law or governmental regulation.

Conversion Procedures. (ia) In To convert all or a portion of the event of conversion pursuant to Section 6(a)Securities, the Company Securityholder thereof shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Conversion Agent a Conversion Request setting forth the number principal amount of shares of Common Stock Securities to be issued converted, together with the name or names, if other than the Securityholder, in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless which the shares of Common Stock issuable should be issued upon conversion and, if such Securities are in certificated form, surrender to the Conversion Agent the Securities to be issued converted, duly endorsed or assigned to the Corporation or in blank. In addition, a holder of Preferred Securities may exercise its right under the same name Declaration to exchange such Preferred Securities for Securities which shall be converted into Common Stock by delivering to the Conversion Agent a Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $1,000.00 principal amount of Securities for each Preferred Security), and (ii) to immediately convert such Securities, on behalf of such Securityholder, into Common Stock pursuant to this Article XVII and, if such Preferred Securities are in certificated form, surrendering such Preferred Securities, duly endorsed or assigned to the Corporation or in blank. So long as any Preferred Securities are outstanding, the name in which such Trust shall not convert any Securities into shares of Series A Common Stock except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Stock are registeredSecurities. Except as described in this paragraph, each share no Interest will be payable on Securities surrendered for mandatory conversion with respect to any Interest Payment Date subsequent to the date of conversion and neither the Trust nor the Corporation shall make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid Interest, whether or not in arrears, on Securities surrendered for conversion. If any Securities are surrendered for conversion between the period from 5:00 p.m., New York City time, on any record date through and including the related Interest Payment Date, the Securities surrendered for conversion must be accompanied by instruments payment from the Securityholder in next day funds of transfer, in form satisfactory an amount equal to the CompanyInterest payment which the registered holder on such record date is to receive, duly executed by and such Securityholder shall be entitled to receive the holder Interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted, notwithstanding the conversion thereof prior to such Interest Payment Date. The previous sentence shall not apply in the case of Securities called for redemption on a Redemption Date between a record date and a related Interest Payment Date as described in the next sentence. If notice of redemption of Securities is mailed or otherwise given to Securityholders, then, if any Securityholder converts any Securities into Common Stock on any date on or after the date on which such holder’s duly authorized attorney notice of redemption is mailed or otherwise given, such converting Securityholder shall be entitled to receive either (i) if the date of such conversion falls after a record date and an amount sufficient on or prior to pay any transfer the next succeeding Interest Payment Date, all accrued and unpaid Interest on such Securities to such Interest Payment Date, or similar tax in accordance with Section 15(f). (ii) The if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid Interest on such Securities to the most recent Interest Payment Date prior to the date of such conversion (even though no Interest was paid on such date), which Interest shall, in either such case, be paid to such converting Securityholder unless another Securityholder was the record owner of such Securities as of 5:00 p.m., New York City time on the record date for which such Interest payment is made, in which case such Interest payment shall be paid to such other Securityholder. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, Interest which is payable after the date of conversion of such Security shall not be payable, and the Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid Interest on the Securities being converted, which shall be deemed to be paid in full through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares). If any Security called for redemption is converted, any money deposited with the Debenture Trustee or with any paying agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Securityholder) be paid to the Corporation upon Corporation Request or, if then held by the Corporation, shall be discharged from such trust. In addition to the provisions of the foregoing paragraph, in the event that the Corporation shall have called the Securities for redemption and a Securityholder shall have converted some or all of its Securities, in addition to the amounts owing upon conversion pursuant to the provisions of this Article XVII, the Securityholder shall also be entitled to receive, on the date on which such amounts are deliverable, a cash amount equal to the Make-Whole Payment Price if any such Make-Whole Payment Price shall then be owing in connection with the Securities. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m., New York City time, on the Business Day on which the Conversion Request and any other required deliveries were received (the "Conversion Date") by the Conversion Agent from the Securityholder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. (b) Subject to any right of the Securityholder, the fair market value of the fixed number of shares of Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be treated as issued, to the extent thereof, (i) first, in exchange for accrued and unpaid Interest on such Securities at the close time of business on such conversion, and (ii) second, the Stockholder Approval Date. At balance, if any, of such time: fair market value of such Common Stock (Aand any cash payment) shall be treated as issued in exchange for the person in whose name or names any certificate or certificates for principal amount at maturity of the portion of Securities so converted. (c) No fractional shares of Common Stock shall be issuable upon issued as a result of conversion. Subject to the immediately following sentence, in lieu of any such mandatory conversion fractional shares, the Corporation shall be deemed pay to have become the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn shall make such payment, if any, to the Securityholder or the holder of record the Preferred Securities so converted. In the event that the conversion obligation is settled in accordance with the provisions of Section 17.01(c), a Holder of a Security otherwise entitled to a fractional share will receive cash equal to the applicable portion of the arithmetic average of the Volume Weighted Average price of Common Stock for each of the five (5) consecutive Trading Days of the Conversion Reference Period. (d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof shall be issued in the name of the Securityholder thereof upon the cancellation thereof in accordance with Section 2.9. (e) In effecting the conversion transactions described in this Section 17.02, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Securityholders (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Securities held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article XVII, and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XVII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount. (f) Any certificates representing shares of Common Stock issuable upon conversion of the Securities shall bear any legend required by Section 2.06. (g) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Securities, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Securities then outstanding. Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of Securities, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Securities shall be duly authorized, validly issued and fully paid and nonassessable. The Debenture Trustee shall deliver the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory received upon conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time Securities to the converting Securityholder free and clear of such mandatory conversionall liens, charges, security interests and encumbrances, except for United States withholding taxes and backup withholding taxes. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In On the event of conversion pursuant to Section 6(a)Optional Conversion Date, the Company shall deliver Mandatory Conversion Date or the Automatic Conversion Date, as promptly as practicable written notice applicable, with respect to each holder specifying: (A) the Stockholder Approval Date; (B) any share of Series A-1 Preferred Stock, uncertificated book-entry shares representing the number of shares of Class A Common Stock into which the applicable shares of Series A-1 Preferred Stock are converted shall be promptly issued and delivered, and in the case of the Note Conversion Date, a promissory note evidencing the Note(s) shall be promptly issued and delivered, to the Holder thereof or such Holder’s designee upon presentation and surrender of the certificate evidencing the Series A-1 Preferred Stock, if any (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company), to the Company and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, if any, allocable to the Holder pursuant to Section 18(b). (b) From and after the Optional Conversion Date, the Mandatory Conversion Date, the Automatic Conversion Date or Note Conversion Date, as applicable, the shares of Series A-1 Preferred Stock to be issued in respect of each share of converted on such Optional Conversion Date, the Mandatory Conversion Date, the Automatic Conversion Date or Note Conversion Date, as applicable, will cease to be entitled to any dividends that may thereafter be declared on such Series A A-1 Preferred Stock that is convertedStock; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A A-1 Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, outstanding for any purpose; and all rights of a holder with respect to such shares shall immediately terminate (except the right to receive from the Company the Class A Common Stock (and cash in lieu of fractional shares, if applicable) upon conversion thereof and any dividends previously declared or otherwise accrued on the Series A-1 Preferred Stock but not paid) of the Holder of such shares of Series A-1 Preferred Stock to be converted shall cease and terminate with respect to such shares. Prior to the Optional Conversion Date, the Automatic Conversion Date or the Mandatory Conversion Date, as applicable, except as otherwise provided herein, Holders shall have no rights as owners of the Class A Common Stock (or other amounts payable pursuant to this Section 6 relevant capital stock or equity interest into which the Series A-1 Preferred Stock may then be convertible in accordance herewith) (including voting powers, and the right rights to receive any dividend declared but not yet paid pursuant to Section 3dividends or other distributions on the Class A Common Stock or other securities issuable upon conversion) by virtue of holding shares of Series A-1 Preferred Stock. (iiic) Holders of shares Shares of Series A A-1 Preferred Stock at duly converted in accordance with this Series A-1 Certificate of Designations, or otherwise reacquired by the close of business on a Dividend Record Date shall be Company. (d) The Person or Persons entitled to receive the dividend payable on such shares Class A Common Stock and/or cash issuable upon conversion of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A A-1 Preferred Stock shall be payable to treated for all purposes as the record holder(s) of such Holder either (i) in cash or (ii) at the Company’s option, in shares of Class A Common Stock converted at the Conversion Price in effect and/or securities as of the time Close of such mandatory conversion. (iv) Business on the Optional Conversion Date, the Automatic Conversion Date or the Mandatory Conversion Date, as applicable, with respect thereto. In connection with the mandatory event that a Holder shall not by written notice designate the name in which shares of Class A Common Stock and/or cash to be issued or paid upon conversion of shares of Series A A-1 Preferred StockStock should be registered or paid or the manner in which such shares should be delivered, no fractions the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company. (e) In the event that fewer than all of the shares of Common Series A-1 Preferred Stock held by any Holder who have requested to have a certificate representing its shares of Series A-1 Preferred Stock are converted pursuant to Section 7, then a new certificate representing the unconverted shares of Series A-1 Preferred Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal issued to such fractional interest multiplied by Holder concurrently with the Market Value per share issuance of book-entry shares representing the applicable Class A Common Stock on the Stockholder Approval DateStock.

Conversion Procedures. (ia) In The PURCHASER is entitled, at its option to convert one-third of the event Shares into shares of Common Stock, $0.001 par value per share, of the Issuer (the "Common Stock") 60 days after the Closing Date (as defined in paragraph 8), one-third of the Shares 90 days after the Closing Date and one-third of the Shares 120 days after the Closing Date. The conversion price for each share of Common Stock shall be equal to the lesser of (a) eighty-five percent (85%) of the closing bid price on the day of conversion, or (b) 100% of the closing bid price for the Common Stock on the Closing Date as defined in paragraph 8. Such conversion shall be effectuated by sending to the Company, the Share or Shares to be converted, a facsimile or original of the signed Notice of Conversion and a facsimile or original of the signed Purchaser Representation Letter, see Exhibits A and B attached hereto, which evidences Purchaser's intention to convert the Shares or a specified portion thereof, and accompanied by proper assignment, if applicable. The Conversion Price shall be set on the day the Notice of Conversion and the signed Purchaser Representation Letter is sent by Purchaser. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded down or up, as the case may be, to the nearest whole share. The date on which notice of conversion pursuant Is effective ("Conversion Date") shall be deemed to be the date on which the Purchaser has delivered to the Company the original Shares, a facsimile or original of the signed Notice of Conversion and a facsimile or original of the signed Purchaser Representation Letter. If after 10 business days the Company has failed to honor a Conversion Notice for any reason, then in such event, Purchaser shall have the right to demand and receive from the Company the full amount of Subscription Proceeds paid by PURCHASER plus interest based on the 8% cumulative dividend. (b) If at the time of conversion all representations and warranties are true and correct including those contained in the Purchaser Representation Letter, then in such event, within seven (7) business days after receipt of the documentation referred to above in this Section 6(a7(a), the Company shall deliver a certificate, without restrictive legend or stop transfer instructions, for the number of Common Stock issuable upon the conversion, it shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as promptly provided herein, including the delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as practicable written a shareholder of record on and after the conversion date. No payment or adjustment shall be made for accrued and unpaid interest until the earlier of the Conversion Date or the mandatory conversion date. Upon surrender of any Shares that are to be converted in part, the Company shall issue to the Purchaser new Shares equal to the number of unconverted Shares, if so requested by Purchaser. In the event the Company does not make delivery of the Common Stock, as instructed by Purchaser, within 4 business days after the Conversion Date, then in such event the Company shall pay to Purchaser an amount, in cash in accordance with the following schedule, wherein "No. Business Days Late" is defined as the number of business days beyond the 4 business days delivery period. Late Payment for Each $10,000 of Preferred Principal No. Business Days Late Amount Being Converted ---------------------- ------------------------------ 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Days Late Beyond 10 Days To the extent that the failure of the Company to issue the Common Stock pursuant to this Section 7(b) is due to the unavailability of authorized but unissued shares of Common Stock, the provisions of this Section 7(b) shall not apply but instead the provisions of Section 7(c) shall apply. The Company shall pay any payments incurred under this Section 7(b) in immediately available funds within three (3) business days from the date of issuance of the applicable Common Stock. Nothing herein shall limit a Purchaser's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Holder within 4 business days after the Conversion Date. The Company recognizes the right of Purchaser to assign any portion of the Shares to another non-U.S. Person during the 40 day restricted period and to assign any portion of the Shares to another non-U.S. Person or U.S. person or entity after the 40 day restricted period. (c) If, at any time Purchaser submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a conversion of the Shares (a "Conversion Default", the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to the Purchaser all of the shares of Common Stock which are available, and the Notice of Conversion as to any Shares requested to be converted but not converted (the "Unconverted Shares") shall become null and void. The Company shall provide notice of such Conversion Default ("Notice of Conversion Default") to all existing Purchasers of outstanding Shares, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier). No Holder may submit a Notice of Conversion after receipt of a Notice of Conversion Default until the date additional shares of Common Stock are authorized by the Company. The Company agrees to pay to all Purchasers of outstanding Shares payments for a Conversion Default ("Conversion Default Payments") in the amount of (N/365) x (.24) x the initial issuance price of the outstanding Shares held by each holder specifying: Purchaser where N = the number of days from the Conversion Default Date to the date (Athe "Authorization Date") that the Stockholder Approval Date; (B) the Company authorizes a sufficient number of shares of Common Stock to be issued in respect effect conversion of all remaining Shares. The Company shall send notice ("Authorization Notice") to each share Purchaser of Series A Preferred Stock outstanding Shares that is converted; (C) the place or places where certificates or evidence of book-entry notation for such additional shares of Series A Preferred Common Stock are have been authorized, the Authorization Date and the amount of Holder's accrued Conversion Default Payments. The accrued Conversion Default shall be paid in cash or shall be convertible into Common Stock at the Conversion Rate, at the Purchaser's option, payable as follows: (i) in the event Purchaser elects to take such payment in cash, cash payments shall be surrendered made to such Purchaser of outstanding Shares by the fifth day of the following calendar month, or (ii) in the event Purchaser elects to take such payment in stock, the Purchaser may convert such payment amount into Common Stock at the Conversion Rate at anytime after the 5th day of the calendar month following the month in which the Authorization Notice was received, until the expiration of the mandatory 24 month conversion period. Nothing herein shall limit the Purchaser's right to pursue actual damages for issuance the Company's failure to maintain a sufficient number of certificates or evidence of book-entry notation representing authorized shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In Any holder of shares of Convertible PIK Preferred Stock desiring to convert such shares into Common Stock shall surrender the event certificate or certificates evidencing such shares of conversion pursuant Convertible PIK Preferred Stock at the office of the transfer agent for the Convertible PIK Preferred Stock which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to Section 6(a)the Corporation or in blank, or accompanied by proper instruments of transfer to the Company shall deliver as promptly as practicable Corporation or in blank, accompanied by irrevocable written notice to each the Corporation that the holder specifying: elects to convert such shares of Convertible PIK Preferred Stock and specifying the name or names (Awith address or addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued. Except as otherwise described in this paragraph, no payments or adjustments in respect of dividends on shares of Convertible PIK Preferred Stock surrendered for conversion, whether paid or unpaid and whether or not in arrears, or on account of any dividend on the Stockholder Approval Date; (B) Common Stock issued upon conversion shall be made by the Corporation upon the conversion of any shares of Convertible PIK Preferred Stock. The holder of record of shares of Convertible PIK Preferred Stock on a dividend record date who surrenders such 57 shares for conversion during the period between such dividend record date and the corresponding dividend payment date will be entitled to receive the dividend on such dividend payment date. The Corporation shall, as soon as practicable after such surrender of certificates evidencing shares of Convertible PIK Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, deliver at such office of such transfer agent to the person for whose account such shares of Convertible PIK Preferred Stock were so surrendered, or to the nominee of such person, certificates evidencing the number of full shares of Common Stock to which such person shall be issued entitled as aforesaid, together with a cash adjustment in respect of each any fraction of a share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The hereinafter provided. Such conversion shall be deemed to have been effected at made as of the close date of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record surrender of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Convertible PIK Preferred Stock so converted shall no longer be deemed to be outstandingconverted, and all rights of a holder with respect to such shares shall immediately terminate except the right person or persons entitled to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders deliverable upon conversion of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Convertible PIK Preferred Stock shall be payable to such Holder either (i) in cash treated for all purposes as the record holder or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time holders of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datesuch date.

Conversion Procedures. (i) In a. Each $500 in principal amount of the event of conversion pursuant to Section 6(a), the Company Debentures shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing convertible into 666.67 shares of Common Stock; and (D) that dividends on . b. In order to effect the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless conversion of all or part of the shares Debenture, the Debenture holder shall issue a notice of Common Stock issuable upon conversion are to be issued substantially in the same name form attached hereto as Exhibit A to Annex I (the name "Notice of Conversion") which may be by facsimile and surrender the Debenture for conversion if the Debenture is not already in which such shares possession of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by . Each conversion of all or any portion of the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall Debenture will be deemed to have been effected at as of the close of business on the Stockholder Approval Datedate on which such Notice of Conversion is delivered to the principal office of the Company via facsimile. At such time: (A) time as such conversion has been effected, to the person in whose name or names extent that any certificate or certificates for shares portion of Common Stock the Debenture is converted, the rights of the Debenture holder with respect to such portion of the Debenture shall be issuable upon such mandatory conversion cease and the Debenture holder shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3thereby. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of c. No fractional shares of Common Stock shall be issuedissued upon conversion of the Debenture. In lieu of any fractional share to which the holder would otherwise be entitled, but in lieu thereof the Company shall pay an amount round up to the nearest whole of cash in respect Common Share. d. The Company shall, immediately upon receipt of a Notice of Conversion, issue and deliver to or upon the order of such fractional interest equal to such fractional interest multiplied by Debenture holder, against delivery of the Market Value per share Debentures which have been converted, a certificate or certificates for the number of shares of Common Stock on to which such holder shall be entitled and such certificate or certificates shall not bear any restrictive legend; provided (a) the Stockholder Approval Dateshares of Common Stock evidenced thereby are sold pursuant to an effective registration statement under the 1933 Act, (b) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale of such shares may be made without registration under the 1933 Act, or (c) such holder provides the Company with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the 1933 Act. The Company shall cause such issuance and delivery to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service, or via the DWAC system, to reach the address designated by such holder within five (5) business days after the receipt of such notice.

Conversion Procedures. (ia) On the Mandatory Conversion Date or any Early Conversion Date (collectively, a “Conversion Date”), any shares of Convertible Preferred Stock converted to Common Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares to receive shares of Common Stock into which such shares of Convertible Preferred Stock are convertible. (b) The person or persons entitled to receive the Common Stock issuable upon any such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date. No allowance or adjustment, except as set forth in Section 13, shall be made in respect of dividends payable to holders of Common Stock of record as of any date prior to such applicable Conversion Date. Prior to such applicable Conversion Date, shares of Common Stock issuable upon conversion of any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Convertible Preferred Stock shall have no rights with respect to the Common Stock (including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Convertible Preferred Stock. (c) Shares of Convertible Preferred Stock duly converted in accordance herewith, or otherwise reacquired by the Corporation, shall resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance. (d) In the event that a Holder of shares of Convertible Preferred Stock shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion pursuant of such Convertible Preferred Stock should be registered or the address to Section 6(awhich the certificate or certificates representing such shares of Common Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder of such Convertible Preferred Stock as shown on the records of the Corporation and to send the certificate or certificates representing such shares of Common Stock to the address of such Holder shown on the records of the Corporation. (e) In addition to any other rights available to the Holders of Convertible Preferred Stock, if the Corporation fails to cause its Transfer Agent to transmit to a Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of the Holder’s Convertible Preferred Stock, or to otherwise electronically transfer the shares to an account of the Holder, on or before the third business day after the Corporation’s receipt of an executed copy of the Conversion Notice (so long as the applicable certificate or certificates for the Convertible Preferred Stock and the original Conversion Notice are received by the Corporation on or before such third business day) or the Mandatory Conversion Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of Convertible Preferred Stock which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company Corporation shall deliver as promptly as practicable written notice (1) pay in cash to each holder specifying: the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect issuable upon conversion of each share of Series A Convertible Preferred Stock that is converted; the Corporation was required to deliver to the Holder in connection with the conversion at issue times (CB) the place or places where certificates or evidence of book-entry notation for price at which the sell order giving rise to such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; purchase obligation was executed, and (D2) that dividends on at the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless option of the Holder, either reinstate the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Convertible Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Corporation timely complied with its conversion and delivery obligations hereunder. For example, if a Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Corporation shall be issued, but in lieu thereof required to pay to the Company Holder $1,000. The Holder shall pay an amount of cash provide the Corporation written notice indicating the amounts payable to the Holder in respect of such fractional interest equal to such fractional interest multiplied the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Market Value per share Corporation. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock on upon conversion of the Stockholder Approval DateConvertible Preferred Stock as required pursuant to the teams hereof.

Conversion Procedures. (ia) In If any Holder desires to convert any portion of the event Notes as provided in Section 8.01 hereof, such Holder shall provide to the Company its Conversion Notice specifying the amount of principal and accrued interest to be converted and name or names (with address) in which a certificate or certificates evidencing the Common Shares are to be issued and the Company shall so notify the Trustee and the Company Stock Transfer Agent in writing specifying the amount of principal and accrued interest to be converted and name or names (with address) in which a certificate or certificates evidencing the Common Shares are to be issued. The Company will make a notation of the date that a notice of conversion is received, which date shall be deemed to be the date of receipt and conversion for purposes hereof (such date, and the date of any public offering described in Section 8.01, each being a "Conversion Date"). (b) The Company, as soon as practicable following a Conversion Date, shall deliver to the Trustee certificates evidencing the number of full Common Shares or other securities or property to which such Person shall be entitled as provided herein in respect of the amount of the principal and interest so converted and an Officers' Certificate pursuant to which the calculation of such number of Common Shares or other securities or property issued in respect of such conversion pursuant to Section 6(a)8.01 shall be set forth in reasonable detail. If Holder disputes any such calculation, it and the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) negotiate in good faith and in a commercially reasonable manner the Stockholder Approval Date; (B) the actual number of shares Common Shares or other securities or property issuable in such conversion hereunder. If such dispute is not resolved within 30 Business Days, the dispute shall be resolved by a Person mutually agreed between the parties (the "Dispute Resolution Person"). If the parties are unable to agree upon such a Dispute Resolution Person, then each shall designate a non-Affiliated Person and the two such non-Affiliated Persons shall jointly designate the Dispute Resolution Person. The Dispute Resolution Person shall give its determination as to the actual number of Common Stock to be issued Shares issuable in respect such conversion hereunder within 30 days of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for its appointment as such. The costs and expenses associated with such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion Dispute Resolution Person shall be accompanied by instruments of transfer, in form satisfactory to borne equally between Holder and the Company, duly executed by and such Dispute Resolution Person's determination as to the holder thereof or such holder’s duly authorized attorney actual number of Common Shares issuable to the Holder hereunder shall be binding upon the Trustee, the Holder and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The the Company. Any conversion shall be deemed to have been effected at made as of the close related Conversion Date, and the Person or Persons entitled to receive the Common Shares or other securities or property deliverable upon such conversion shall be treated for all purposes as the record holder or holders of business such Common Shares on the Stockholder Approval such Conversion Date. At such time: (A) Upon conversion in accordance with the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion provisions hereof, the debt converted thereby shall be deemed to have become be extinguished and such extinguishment shall be reflected in the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3Notes as provided in Article 2. (iiic) Holders of shares of Series A Preferred Stock at Notwithstanding any provision hereof to contrary, the close of business on a Dividend Record Date Company shall not be entitled required to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no issue certificates representing fractions of shares of Common Stock upon the conversion of any Notes, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be issuedeliminated by rounding any fraction of .5 or more up to the nearest whole number of shares of Common Stock and any fraction of less than .5 down to the nearest whole number of shares of Common Stock. Concurrent with the delivery of Common Shares to a Holder, but in lieu thereof the Company shall pay an amount of cash deliver payment in respect of such any fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Dateshare.

Conversion Procedures. To convert Securities, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the “Conversion Date”. On conversion of Securities, any accrued and unpaid interest with respect to the converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and the Common Stock (itogether with the cash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) In of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the event extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security (w) if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date, (x) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date or (z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion pursuant with respect to Section 6(a)a Security If a Holder converts more than one Security at the same time, the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the cash and number of shares of Common Stock to issuable upon the conversion, if any, shall be issued in respect based on the total principal amount of each share the Securities converted. Upon surrender of Series A Preferred Stock a Security that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registeredpart, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of cash the Security surrendered. If the last day on which Securities may be converted is a legal holiday in respect of such fractional interest equal a place where a Conversion Agent is located, the Securities may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. To convert 2024 Notes, a Holder must satisfy the requirements in this Section 6.02 and in the 2024 Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). Subject to the procedures set forth in Section 6.13 hereof, as soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Issuer shall deliver the Conversion Value in cash and deliver the Common Stock by either of the following methods: (i) In update the event of conversion pursuant to Section 6(a), global security representing the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued record the Holder’s interests in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and or (Dii) that dividends on deliver to the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable representing Net Shares, if any, together with, in either case, cash or a check in lieu of any fractional share determined pursuant to Section 6.03 hereof. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of 2024 Notes on any date when the stock transfer books of the Issuer shall be closed shall be effective to constitute the Person or Persons entitled to receive the cash and shares of Common Stock upon such conversion are to be issued in the same name as the name in which record holder or holders of such shares of Series A Preferred Common Stock are registeredon such date, each share surrendered for mandatory conversion but such surrender shall be accompanied by instruments effective to constitute the Person or Persons entitled to receive such cash and shares of transfer, in form satisfactory to Common Stock as the Company, duly executed by the record holder or holders thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected for all purposes at the close of business on the Stockholder Approval Date. At next succeeding day on which such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon stock transfer books are open; such mandatory conversion shall be deemed to at the Conversion Rate in effect on the date that such 2024 Notes shall have become been surrendered for conversion, as if the holder of record stock transfer books of the shares Issuer had not been closed. Upon conversion of Common Stock represented thereby at 2024 Notes, such time; (B) such shares of Series A Preferred Stock so converted Person shall no longer be deemed to a Holder of such 2024 Notes. No payment or adjustment shall be outstanding, and all rights of a holder made for dividends on or other distributions with respect to such shares shall immediately terminate except the right to receive the any Common Stock and other amounts payable pursuant to except as provided in Section 6.06 hereof or as otherwise provided in this Section 6 Indenture. On conversion of 2024 Notes, delivery of the Principal Return and the right Net Shares (together with the cash or check payment, if any, in lieu of fractional shares) will be deemed to receive any dividend declared but not yet satisfy the Issuer’s obligation to pay the principal amount of the converted 2024 Notes as well as accrued interest with respect to the converted 2024 Notes. Accrued interest on the 2024 Notes shall be deemed canceled, extinguished or forfeited, rather than paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock in full. If a Holder converts more than one 2024 Note at the close same time, the amount of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date cash and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions number of shares of Common Stock issuable upon the conversion shall be issued, but in lieu thereof based on the Company shall pay an total principal amount of cash the 2024 Notes converted. Upon surrender of a 2024 Note that is converted in respect part, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2024 Note in an authorized denomination equal in principal amount to the unconverted portion of such fractional interest equal the 2024 Note surrendered. If the last day on which 2024 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2024 Notes may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. (ia) Each Series B Preferred Stock Holder seeking an Optional Conversion shall provide the Corporation with notice of such conversion and each Holder of Mandatory Conversion Shares shall prior to or promptly upon the consummation of an Investor Transfer provide the Corporation with notice of such conversion (each, a “Notice of Conversion”). In the event of conversion pursuant addition to Section 6(a)any information required by applicable law or regulation, the Company Notice of Conversion with respect to such Holder shall deliver state, as promptly appropriate: (1) Whether such conversion is an Optional Conversion or a Mandatory Conversion; (2) The date on which the optional conversion is to take place (the “Optional Conversion Date”) or the Mandatory Conversion Date, as practicable written notice applicable; (3) The transferee with respect to each holder specifying: Mandatory Conversion Shares; (A4) the Stockholder Approval Date; (B) the The number of shares of Common Stock to be issued in respect upon conversion of each share of Series A B Preferred Stock that is convertedheld of record by such Holder and subject to an Optional Conversion or Mandatory Conversion; and (C5) the The place or places where certificates or evidence of book-entry notation for such shares of Series A B Preferred Stock held of record by such Holder are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and . (Db) In the event that dividends on some, but not all, of the shares of Series B Preferred Stock held by such Holder, are to be converted pursuant to an Optional Conversion or a Mandatory Conversion, such Holder shall be entitled to select the shares to be surrendered pursuant to this Section 9 such that, after such surrender, Holder no longer holds shares of Series B Preferred Stock as to which the Optional Conversion or Mandatory Conversion shall have occurred. In the event that such Holder fails to surrender the required number of shares pursuant to this Section 9 within thirty (30) days after delivery of the Optional Conversion Notice or Mandatory Conversion Notice, the Corporation shall, by written notice to such Holder, indicate which shares have been converted will cease pursuant to accrue Section 8. Effective immediately prior to the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock, dividends shall no longer be declared on any such Stockholder Approval Date. Unless the converted share of Series B Preferred Stock and such share of Series B Preferred Stock shall only represent such number of shares of Common Stock issuable upon conversion are thereof and shall cease to be issued outstanding, in each case, subject to the same name as right of the name Holder to receive any declared and unpaid dividends on such share to the extent provided in Section 4 and any other payments to which such shares of Series A Preferred Stock are registeredHolders is otherwise entitled pursuant to Section 8, each share surrendered for mandatory conversion shall be accompanied by instruments of transferSection 11 and Section 13 hereof, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)as applicable. (iic) The conversion No allowance or adjustment, except pursuant to Section 10, shall be deemed made in respect of dividends payable to have been effected at Holders of the Common Stock of record as of any date prior to the close of business on the Stockholder Approval Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock. At Prior to the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock, shares of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such share of Series B Preferred Stock, shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series B Preferred Stock. (d) Shares of Series B Preferred Stock converted in accordance with this Certificate of Designations, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Corporation may from time: -to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Preferred Stock. (Ae) The Person or Persons entitled to receive the person Common Stock and/or cash, securities or other property issuable upon conversion of Series B Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect thereto. In the event that a Holder shall not by written notice designate the name in whose which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation. (f) On the Optional Conversion Date or names Mandatory Conversion Date, as applicable, with respect to any certificate share of Series B Preferred Stock as to which the Optional Conversion or Mandatory Conversion shall have occurred, certificates for representing shares of Common Stock shall be issuable issued and delivered to the Holder thereof or such Holder’s designee upon such mandatory conversion shall be deemed to have become the holder of record presentation and surrender of the shares of Common Stock represented thereby at certificate evidencing such time; (B) such shares of Series A B Preferred Stock so converted shall no longer be deemed to be outstandingthe Corporation and, if required, the furnishing of appropriate endorsements and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 transfer documents and the right to receive any dividend declared but not yet paid pursuant to Section 3payment of all transfer and similar taxes. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. Conversion of shares of the Preferred Stock may be effected by any Holder thereof upon the surrender to the Issuer, at the principal office of the Issuer or at the office of the Transfer Agent as may be designated by the Board of Directors, of the certificate or certificates for such shares of Preferred Stock to be converted accompanied by a complete and manually signed Conversion Notice (ias set forth in the form of Preferred Stock certificate attached hereto) along with appropriate endorsements and transfer documents as required by the Transfer Agent. In case such Conversion Notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number issuance of shares of Common Stock to in such name or names. Other than such taxes, the Issuer shall pay any documentary, stamp or similar issue or transfer taxes that may be issued payable in respect of each share any issuance or delivery of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such of shares of Series A the Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) pursuant hereto. The conversion shall of the Preferred Stock will be deemed to have been effected at the close of business made on the Stockholder Approval date (the “Conversion Date. At ”) such time: (A) the person in whose name or names any certificate or certificates have been surrendered and the receipt of such Conversion Notice and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Issuer that such taxes have been paid). Promptly (but no later than three Exchange Business Days) following the Conversion Date, the Issuer shall, in the case of cash, pay or cause to be paid in immediately available funds, an amount equal to, or, in the case of shares of Common Stock, deliver or cause to be delivered, (i) the Cash Conversion Amount, accumulated and unpaid dividends pursuant to Section 4.3 and certificates representing a number of validly issued, fully paid and nonassessable full shares of Common Stock equal to the Net Share Amount (or cash in lieu of such shares as provided in Section 4.4), and (ii) if less than the full number of shares of the Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. On the Conversion Date, the rights of the Holder of the Preferred Stock shall cease except for the right to receive cash and shares of Common Stock and the Person entitled to receive the shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have treated for all purposes as having become the holder Holder of record of the such shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In As promptly as practicable after the event Automatic Conversation Date, the Holder shall surrender this Note at the place designated in the Automatic Conversion Notice, duly endorsed. The Holder shall also submit a notice (the “Notice of conversion pursuant Conversion”) specifying the name or names (with address) in which a certificate or certificates evidencing shares of Common Stock are to Section 6(a)be issued; provided, however, the Company shall deliver not be required to honor any Notice of Conversion unless the Secured Party shall have provided the Company with any authorizations as promptly as practicable written notice may be requested by the Company to each holder specifying: (A) file a termination statement with respect to the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued Secured Party’s security interest in the same name Collateral, as set forth in the name in which such shares Exchange Agreement. The surrender of Series A Preferred Stock the Note and the delivery of the Notice of Conversion and authorizations to file a termination statement are registered, each share surrendered for mandatory the only procedures required of the Holder upon the conversion of this Note. No additional legal opinion or other information or instructions shall be accompanied by instruments required of transfer, in form satisfactory to the Company, duly executed by Holder upon the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)conversion of this Note. (ii) The Company will make a notation of the date that a Notice of Conversion is received, which date of receipt shall be deemed to be the date of receipt for purposes hereof. (iii) The Company shall, or shall direct its transfer agent to, within 10 days after such deposit of any Note accompanied by a Notice of Conversion and compliance with any other conditions herein contained, deliver to the person for whose account such Note was so surrendered certificates evidencing the number of full shares of Common Stock to which such person is entitled as aforesaid, subject to Section 4. (iv) Such conversion shall be deemed to have been effected at made as of the close of business on the Stockholder Approval Automatic Conversion Date. At such time: (A) , and the person in whose name or names any certificate or certificates for shares of persons entitled to receive the Common Stock deliverable upon conversion of such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at on such time; (B) such shares of Series A Preferred Stock so converted date and the Note shall no longer be deemed to be outstanding, outstanding and all rights of a holder with whatsoever in respect thereof (including the right to such shares receive interest thereon) shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders number of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in full shares of Common Stock converted at to which such person shall be entitled upon conversion hereof; provided, however, that the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of Company shall not be required to issue any certificates representing shares of Common Stock (x) until such Note has been received at the place designated in the Automatic Conversion Notice; and (y) if the Note is received while the stock transfer books of the Company are closed for any purpose, but such certificates shall be issued, but in lieu thereof issued immediately upon the Company shall pay an amount of cash in respect reopening of such fractional interest equal to such fractional interest multiplied by books as if the Market Value per share of Common Stock Note had been received on the Stockholder Approval Datedate of such reopening.

Conversion Procedures. (a) Effective immediately prior to the close of business on the Mandatory Conversion Date or any applicable Conversion Date, dividends shall no longer be authorized and declared on any converted shares of Series C Preferred Stock and such shares of Series C Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any authorized, declared and unpaid dividends on such shares to the extent provided in Section 4(g) and any other payments to which they are otherwise entitled pursuant to this Certificate of Designations. (b) No allowance or adjustment, except pursuant to Section 14, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on the Mandatory Conversion Date or any applicable Conversion Date. Prior to the close of business on the Mandatory Conversion Date or any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Series C Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Series C Preferred Stock. (c) Shares of Series C Preferred Stock duly converted in accordance with this Certificate of Designations will be cancelled and revert to authorized but unissued shares of preferred stock of the Corporation undesignated as to series. The Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series C Preferred Stock, provided that the Corporation shall not take any such action if such action would reduce the authorized number of shares of Series C Preferred Stock below the number of shares of Series C Preferred Stock then outstanding. (d) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series C Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the relevant Conversion Date (if the Corporation elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Corporation elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series C Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or, in the case of global certificates or uncertificated shares, through book-entry transfer through the Depositary. (e) Conversion will occur on the Mandatory Conversion Date or any applicable Conversion Date as follows: (i) In On the event Mandatory Conversion Date (or, if any Scheduled Trading Day during the 42 Scheduled Trading Day period beginning on and including the 42nd Scheduled Trading Day prior to the Mandatory Conversion Date is not a Trading Day, on the third Business Day immediately following the last Trading Day of conversion the Observation Period), shares of Common Stock (and/or cash at the Corporation's election pursuant to Section 6(a9(f)) shall be issued to Holders or their designee upon presentation and surrender of the certificate evidencing the Series C Preferred Stock to the Conversion Agent, if shares of the Series C Preferred Stock are held in certificated form, and, if required, the Company shall deliver as promptly as practicable written notice furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes. If a Holder's interest is a beneficial interest in a global certificate representing Series C Preferred Stock, a book-entry transfer through the Depositary will be made by the Conversion Agent upon compliance with the Depositary's procedures for converting a beneficial interest in a global security. (ii) On the date of any conversion at the option of a Holder pursuant to Section 8, Section 11, Section 12 or Section 13, if a Holder's interest is in certificated form, a Holder must do each holder specifying: of the following in order to convert: (A) complete and manually sign the Stockholder Approval Date; conversion notice substantially in the form set forth in Exhibit B or in such other form provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent; (B) surrender the shares of Series C Preferred Stock to the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; (D) if required, pay all transfer or similar taxes; and (E) if required, pay funds equal to any authorized, declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled. If a Holder's interest is a beneficial interest in a global certificate representing Series C Preferred Stock, in order to convert, such Holder must comply with paragraphs (C) through (E) of this clause (ii) and comply with the Depositary's procedures for converting a beneficial interest in a global security. The date on which a Holder complies with the procedures in this clause (ii) is the "Conversion Date." (f) Subject to this Section 9(f), Section 10(c), Section 11(f), Section 12(c) and Section 15, upon conversion of any shares of Series C Preferred Stock, the Corporation shall pay or deliver, as the case may be, to the converting Holder of the Series C Preferred Stock, in respect of each share of Series C Preferred Stock, shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 17 ("Physical Settlement"), cash ("Cash Settlement"), or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 17 ("Combination Settlement"), at the Corporation’s election, as set forth in this Section 9(f); provided, however, that the Corporation's ability to elect Cash Settlement or Combination Settlement shall be subject to the Corporation first obtaining all applicable regulatory approvals. (i) All conversions occurring after the Corporation’s issuance of a Redemption Notice with respect to the Series C Preferred Stock and prior to the related Redemption Date shall be settled using the same Settlement Method. (ii) Except for any conversions that occur after the Corporation's issuance of a Redemption Notice with respect to the Series C Preferred Stock but prior to the related Redemption Date, the Corporation shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Corporation shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iii) Subject to the immediately succeeding sentence, if, in respect of any Conversion Date, the Corporation elects a Settlement Method in respect of such Conversion Date, the Corporation shall deliver the relevant Settlement Notice to converting Holders of Series C Preferred Stock no later than the close of business on the Trading Day immediately following the relevant Conversion Date. In the case of any conversions occurring on or after the date of issuance of a Redemption Notice with respect to the Series C Preferred Stock and prior to the related Redemption Date, if the Corporation elects a Settlement Method, the Corporation shall notify Holders of the Series C Preferred Stock of the relevant Settlement Method in such Redemption Notice. If the Corporation does not elect a Settlement Method prior to the relevant deadline set forth in the two immediately preceding sentences, the Corporation shall no longer have the right to elect Cash Settlement or Combination Settlement, and the Corporation shall be deemed to have elected Physical Settlement. The Settlement Notice shall specify the relevant Settlement Method and, in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Corporation elects Combination Settlement, but does not timely notify converting Holders of the Specified Dollar Amount, such Specified Dollar Amount shall be deemed to be $1,000. (iv) The Corporation shall pay or deliver, as the case may be, the consideration due (including any cash in lieu of fractional shares) in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Corporation elects (or is deemed to have elected) Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method (subject to the provisions of Section 10(c), Section 11(f), Section 12(c) and Section 15). If any shares of Common Stock are due to converting Holders of Series C Preferred Stock, the Corporation shall issue or cause to be issued, and deliver 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 full number of shares of Common Stock to which such Holder shall be issued entitled in satisfaction of the Corporation's Conversion Obligation. (v) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of shares of Series C Preferred Stock (the "Settlement Amount") shall be computed by the Corporation as follows: (A) if the Corporation elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Corporation shall deliver to the converting Holder a number of shares of Common Stock equal to the product of the number of shares of Class C Preferred Stock to be converted and the Conversion Rate in effect on the Conversion Date; (B) if the Corporation elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Corporation shall pay to the converting Holder in respect of each share of Series A C Preferred Stock that is convertedbeing converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the relevant Observation Period; and (C) if the place Corporation elects to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Corporation shall pay or places where certificates or evidence deliver, as the case may be, to the converting Holder, in respect of book-entry notation for such shares each share of Series A C Preferred Stock are being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period. (vi) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be surrendered for issuance determined by the Corporation promptly following the last day of certificates the Observation Period. Promptly after such determination of the Daily Settlement Amounts or evidence the Daily Conversion Values, as the case may be, and the amount of book-entry notation representing cash payable in lieu of any fractional share, the Corporation shall notify the Conversion Agent of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash, if any payable in lieu of fractional shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered The Conversion Agent shall have no responsibility for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversiondetermination. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (i) In If you hold a beneficial interest in a global note, to convert you must comply with DTC’s procedures for converting a beneficial interest in a global note and, if required, pay funds equal to interest payable on the event next interest payment date to which you are not entitled and, if required, pay all transfer or similar taxes, if any. As such, if you are a beneficial owner of the notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion pursuant rights. Your exercise of such conversion rights shall be irrevocable. If you hold a certificated note, to Section 6(a)convert you must: · complete and manually sign the conversion notice on the back of the note, or a facsimile of the Company shall conversion notice; · deliver as promptly as practicable written notice the conversion notice, which is irrevocable, and the note to each holder specifying: (A) the Stockholder Approval Dateconversion agent; (B) · if required, furnish appropriate endorsements and transfer documents; · if required, pay funds equal to the number interest payable on the next interest payment date to which you are not entitled; and · if required, pay all transfer or similar taxes, if any. We will pay any documentary, stamp or similar issue or transfer tax on the issuance of the shares of Common Stock our common stock upon conversion of the notes, unless the tax is due because the holder requests such shares to be issued in respect of each share of Series A Preferred Stock that is converted; (C) a name other than the place or places where certificates or evidence of book-entry notation holder’s name, in which case the holder must pay the tax. We refer to the date you comply with the relevant procedures for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name described above as the name in which such shares of Series A Preferred Stock are registered‘‘conversion date.’’ If a holder has already delivered a repurchase notice as described under ‘‘—Fundamental Change Permits Holders to Require Us to Repurchase Notes’’ with respect to a note, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax may not surrender that note for conversion until the holder has withdrawn the repurchase notice in accordance with Section 15(f). (ii) The conversion shall be deemed the relevant provisions of the indenture. If a holder submits its notes for required repurchase, the holder’s right to have been effected withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the Stockholder Approval Date. At such time: (A) business day immediately preceding the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3relevant fundamental change repurchase date. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In order to convert all or a portion of the event of conversion pursuant to Section 6(a)Debentures, the Company Holder thereof shall deliver to the Property Trustee, as promptly as practicable written notice conversion agent or to each holder specifying: such other agent appointed for such purposes (Athe "Conversion Agent") an irrevocable Notice of Conversion setting forth the Stockholder Approval Date; (B) the number principal amount of shares of Common Stock Debentures to be issued converted, together with the name or names, if other than the Holder, in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless which the shares of Common Stock issuable should be issued upon conversion and, if such Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be issued in the same name as the name in which such shares of Series A Preferred Stock are registeredconverted, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory duly endorsed or assigned to the CompanyCompany or in blank. In addition, duly executed a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the holder thereof or preceding sentence and directing the Conversion Agent (i) to exchange such holder’s duly authorized attorney Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The to immediately convert such Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Stockholder Approval day on which the Notice of Conversion was received (the "Conversion Date. At such time: (A") by the person in whose name Conversion Agent from the Holder or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the from a holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed Securities effecting a conversion thereof pursuant to be outstandingits conversion rights under the Trust Agreement, and all rights of a holder with respect to such shares shall immediately terminate except as the right case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and other amounts payable pursuant such Person or Persons will cease to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Series A Preferred Common Stock at issuable upon such conversion, together with the close cash payment, if any, in lieu of business on a Dividend Record Date shall be any fraction of any share to the Person or Persons entitled to receive the dividend payable on same. The Conversion Agent shall deliver such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior certificate or certificates to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash Person or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversionPersons. (ivb) In connection with the mandatory The Company's delivery upon conversion of shares of Series A Preferred Stock, no fractions the fixed number of shares of Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be issueddeemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Debentures so converted and any unpaid interest (including Additional Interest and Liquidated Damages) accrued on such Debentures at the time of such conversion. (c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of cash in the Current Market Price with respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datedate on which the Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Debentures or the holder of the Preferred Securities so converted.

Conversion Procedures. (a) Upon receipt by the Corporation of the Shareholder Approval, the Corporation shall provide, within two Business Days thereafter, notice of mandatory conversion to such Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate: (i) In the event Mandatory Conversion Date; (ii) after giving effect to the provisions of Section 15, the number of shares of Series B Preferred Stock held of record by such Holder (x) subject to conversion on the Mandatory Conversion Date and (y) that will remain outstanding pursuant to the provisions of Section 6(a)15, the Company shall deliver as promptly as practicable written notice to each holder specifying: if any; (Aiii) the Stockholder Approval Date; (B) Conversion Price and the resulting number of shares of Common Stock to be issued in respect upon conversion of each share of Series A B Preferred Stock that is convertedsubject to mandatory conversion; and (Civ) if certificates are to be issued, the place or places where certificates or evidence of book-entry notation for such shares of Series A B Preferred Stock held of record by such Holder and subject to mandatory conversion are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and . (Db) that dividends Effective immediately prior to the close of business on the a Conversion Date, with respect to any shares of Series B Preferred Stock to be converted will on such Conversion Date, dividends shall no longer be declared on any such shares of Series B Preferred Stock and such shares of Series B Preferred Stock shall cease to accrue be outstanding, in each case, subject to the right of the Holder to receive (i) shares of Common Stock issuable upon such mandatory conversion, (ii) any accrued and unpaid dividends on such Stockholder Approval shares to the extent provided in Section 4 and (iii) any other payments to which such Holder is otherwise entitled pursuant to Section 8, Section 11 or Section 13 hereof, as applicable. (c) Prior to the close of business on a Conversion Date. Unless , with respect to any share of Series B Preferred Stock to be converted on such Conversion Date, the shares of Common Stock issuable upon conversion are thereof or other securities issuable upon conversion of such share of Series B Preferred Stock shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to be issued in the same name as the name in which such shares of Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series A B Preferred Stock are registeredStock, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory except to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax extent provided in accordance with Section 15(f4(g). (iid) Shares of Series B Preferred Stock duly converted in accordance with this Certificate of Determination, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Preferred Stock; provided, however, that the Corporation shall not take any such action if such action would reduce the authorized number of shares of Series B Preferred Stock below the number of shares of Series B Preferred Stock then outstanding. (e) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series B Preferred Stock shall be deemed to have been effected at treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Stockholder Approval Daterelevant Conversion Date with respect thereto. At In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such time: shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation. (Af) the person in whose name or names On a Conversion Date with respect to any certificate or share of Series B Preferred Stock, certificates for representing shares of Common Stock shall be issuable upon issued and delivered to the Holder thereof or such mandatory conversion shall be deemed to have become Holder’s designee (or, at the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to Corporation’s option such shares shall immediately terminate except be registered in book-entry form) upon presentation and surrender of the right certificate evidencing the Series B Preferred Stock to receive the Common Stock Corporation and, if required, the furnishing of appropriate endorsements and other amounts payable pursuant to this Section 6 transfer documents and the right to receive any dividend declared but not yet paid pursuant to Section 3payment of all transfer and similar taxes. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. (ia) In No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes. If more than one Note shall be surrendered for conversion at one time by the event same Holder, the number of full shares which shall be issuable upon conversion pursuant to Section 6(athereof 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 issuable upon conversion of any Note or Notes (or specified portions thereof), the Company shall deliver calculate and pay a cash adjustment for the fractional amount (calculated to the nearest 1/100th of a share) based upon the applicable Conversion Rate or deemed value as promptly the case may be. The amount of the cash adjustment payable in lieu of issuing such fractional share shall be equal to such fractional share otherwise issuable multiplied by the deemed value of one share of Common Stock. (b) Upon conversion, a Holder shall not receive any payment of an installment of interest for accrued and unpaid interest except as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number set forth below. The delivery of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures (such delivery of shares, the “Settlement”) shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Notes and accrued and unpaid interest to, but not including, the conversion date or the Maturity Date, as the case may be. As a result, accrued and unpaid interest to, but not including, the conversion date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. If Notes are converted after a Regular Record Date for the payment of an installment of interest, notwithstanding such prior Regular Record Date, such interest shall be included in the calculation of the shares of the Company’s Common Stock to be issued on the conversion date. (c) Subject to Section 14.02(d), before any Holder of a Note shall be entitled to convert a Note as set forth above in Section 14.01, such Holder shall in the case of a Global Note, comply with the Applicable Procedures of the Depository and any transfer agent 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, and if the conversion occurs prior to the Common Stock being fully DTC FAST eligible, in addition to Depository’s standard procedures, converting Holders shall need to provide the transfer agent with physical documentation, which forms shall be provided by the transfer agent to the Holder (or its representative if directed by the Holder). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the conversion date for such conversion. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Rate with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (d) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of any Common Stock upon conversion, unless the tax is due because the Holder requests such Common Stock to be issued in respect of each share of Series A Preferred Stock a name other than the Holder’s name, in which case the Holder shall pay that is converted; (C) tax. The Conversion Agent may refuse to deliver the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be being issued in a name other than the same Holder’s name as until the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount Trustee receives a sum sufficient to pay any transfer or similar tax that is due by such Holder in accordance with Section 15(f)the immediately preceding sentence. (iie) The Upon the conversion shall be deemed to have been effected of an interest in a Global Note, the Trustee, or the Notes Custodian at the close direction of business the Trustee, shall make a notation on such Global Note or an adjustment on the Stockholder Approval Date. At such time: (A) Trustee’s books and records as to the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable reduction in the form principal amount represented thereby. The Company shall notify the Trustee in writing of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory any conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof Notes effected through any Conversion Agent other than the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval DateTrustee.

Conversion Procedures. To convert a Senior Note, a Holder must (a) complete and manually sign the Notice of Conversion or a facsimile of the Notice of Conversion on the back of the Senior Note (the "NOTICE OF CONVERSION") or a facsimile thereof and have such notice delivered to the Conversion Agent, (b) surrender the Senior Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (d) if required, pay all transfer or similar taxes and (e) if required, pay funds equal to the Interest payable on the next Interest Payment Date. To convert a beneficial interest in the Senior Note, the Holder thereof must comply with clauses (c) through (e) of the preceding sentence through the Depositary's procedures for conversion. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." The Company will, on the Conversion Settlement Date, (i) In pay the event cash component (including cash in lieu of conversion any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 6(a5.03 to the Holder of a Senior Note surrendered for conversion, or such Holder's nominee or nominees, and (ii) 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 entitled as part of such Conversion Settlement Distribution (in the case of Senior Notes held in book-entry form with the Depositary, shares shall be delivered in accordance with the Depositary's customary procedures). The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record at the close of business on the applicable Conversion Settlement Date; provided however, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 5. On conversion of a Senior Note, any accrued and unpaid interest with respect to such Senior Note that is attributable to the period from the Issue Date to the Conversion Date shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder of such Senior Note through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Company Senior Note being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall deliver be treated as promptly issued, to the extent thereof, first in exchange for any accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date, and the balance, if any, of such fair market value shall be treated as practicable written notice issued in exchange for the principal amount of the Senior Note being converted pursuant to each holder specifying: (A) the Stockholder Approval provisions hereof. Notwithstanding the preceding sentence, on conversion of a Senior Note during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date; (B) , the Holder on such Regular Record Date shall receive the Interest payable on such Interest Payment Date. If a Holder converts more than one Senior Note at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments based on the aggregate principal amount of transferSenior Notes converted. Upon surrender of a Senior Note that is converted in part, in form satisfactory the Company shall execute, and the Trustee shall authenticate and deliver to the CompanyHolder, duly executed by a new Senior Note equal in principal amount to the holder principal amount of the unconverted portion of the Senior Note surrendered. Senior Notes or portions thereof or such holder’s duly authorized attorney and an amount sufficient surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At Business Day immediately preceding such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock Interest Payment Date shall be issuable upon accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the Interest payable on such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder Interest Payment Date with respect to the principal amount of Senior Notes or portions thereof being surrendered for conversion; provided that no such shares shall immediately terminate except payment need be made if (1) the right to receive Company has specified a Redemption Date that occurs during the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at period from the close of business on a Dividend Regular Record Date shall be entitled to receive the dividend payable on such shares close of Series A Preferred Stock business on the corresponding Dividend Interest Payment Date notwithstanding the mandatory conversion thereof following to which such Dividend Regular Record Date and prior relates, (2) the Company has specified a Fundamental Change Purchase Date during such period or (3) only to such Dividend Payment Date. In such eventthe extent of overdue Interest, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at overdue Interest exists on the Conversion Price in effect as of Date with respect to the time of such mandatory conversionSenior Notes converted. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (i) In the event respect of conversion pursuant to Section 6(a)a Definitive Note, the Company shall deliver as promptly as practicable written notice to each holder specifying: a Holder must (A) complete and manually sign the Stockholder Approval Dateconversion notice on the back of the Note, or a facsimile of such conversion notice; (B) deliver such conversion notice, which is irrevocable, and the number of shares of Common Stock Note to be issued in respect of each share of Series A Preferred Stock that is convertedthe Conversion Agent; (C) to the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the same name Holder’s, furnish appropriate endorsements and transfer documents as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall may be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed required by the holder thereof or such holder’s duly authorized attorney and an amount sufficient Conversion Agent; (D) if required pursuant to Section 11.01(f) below, pay any all transfer or similar tax in accordance with taxes; and (E) if required pursuant to Section 15(f)3.05, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (ii) The conversion shall be deemed In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to have been effected at the close of business Section 3.05, pay funds equal to interest payable on the Stockholder Approval next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, taxes or duties, if any. The date a Holder satisfies the foregoing requirements is the “Conversion Date” hereunder. At such time: With respect to a conversion of a Note pursuant hereto, if the Company elects to satisfy the applicable Conversion Obligation solely in shares of Common Stock (A) plus cash in lieu of fractional shares), the person Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed treated as a stockholder of record of the Company, to have the extent permitted by law, of such shares of Common Stock as of the close of business on the relevant Conversion Date. If the Company elects to satisfy the applicable Conversion Obligation in cash and shares of Common Stock (plus cash in lieu of fractional shares), the person in whose name any shares of Common Stock shall be issuable upon such conversion will become the holder of record of the such shares of Common Stock represented thereby at as of the close of business on the last Trading Day (the “Relevant Date”) of the related ten Trading Day period used to determine the Applicable Stock Price for such time; (B) such shares conversion. On and after the Conversion Date with respect to a conversion of Series A Preferred Stock so converted shall no longer be deemed to be outstandinga Note pursuant hereto, and all rights of a holder with respect to the Holder of such shares Note shall immediately terminate except terminate, other than the right to receive the consideration deliverable upon conversion of such Note as provided herein. A Holder of a Note is not entitled, as such, to any rights of a holder of Common Stock until, if such Holder converts such Note and other amounts payable is entitled pursuant to this Section 6 and the right hereto to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Common Stock at in respect of such conversion, the close of business on a Dividend Record the Conversion Date shall be entitled to receive or the dividend payable on such shares of Series A Preferred Stock on Relevant Date or respective Conversion Dates or Relevant Dates, as the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior case may be, with respect to such Dividend Payment Dateconversion. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such If a Holder either (i) in cash or (ii) converts more than one Note at the Company’s optionsame time, in the number of shares of Common Stock converted at issuable or the Conversion Price in effect as combination of the time of such mandatory conversion. (iv) In connection with the mandatory conversion cash payable and number of shares of Series A Preferred Common Stock issuable upon the conversion, if any, shall be based on the total principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Delivery of shares of Common Stock will be accomplished by delivery to the Conversion Agent of certificates for the relevant number of shares of Common Stock, no fractions other than in the case of Holders of Global Notes in book-entry form with DTC, in which case shares of Common Stock shall be issued, but delivered in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Dateaccordance with DTC customary practices.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 7.02 and in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) In the "Conversion Date"). As soon as practicable, but in no event of conversion pursuant to Section 6(a)later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, 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 7.03. The Person in whose name the certificate is registered shall be treated as promptly as practicable written notice to each holder specifying: (A) a stockholder of record on and after the Stockholder Approval Conversion Date; provided, however, that no surrender of Notes 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 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; 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 Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 7.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (Btogether with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes 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 interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business based on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record total principal amount of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights Notes converted. Upon surrender of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such eventNote that is converted in part, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of cash the Note surrendered. If the last day on which Notes may be converted is a legal holiday in respect of such fractional interest equal a place where a Conversion Agent is located, the Notes may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. (i) In Any Holder of a Note desiring to convert such Note into Common Stock shall surrender such Note at the Company's principal executive office, accompanied by proper instruments of transfer to the Company or in blank, accompanied by irrevocable written notice to the Company that the Holder elects so to convert such Note (the "Notice of Conversion") and specifying the name or names (with address) in which a certificate or certificates evidencing shares of Common Stock are to be issued; provided, however, in the event that the Holder or Holders submit a Notice of conversion pursuant Conversion with respect to Section 6(a)a principal amount outstanding of Notes equal to all the then-outstanding principal amount of Notes, the Company shall deliver as promptly as practicable written notice not be required to each holder specifying: (A) honor such Notice of Conversion unless the Stockholder Approval Date; (B) Secured Party shall have provided the number of shares of Common Stock Company with any authorizations requested by the Company to be issued in file a termination statement with respect of each share of Series A Preferred Stock that is converted; (C) to the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued Secured Party's security interest in the same name Collateral, as set forth in subsection 2.2 of the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f)Subscription Agreement. (ii) The Company need not deem a Notice of Conversion to be received unless the Holder complies with all the provisions hereof. The Company will make a notation of the date that a Notice of Conversion is received, which date of receipt shall be deemed to be the date of receipt for purposes hereof. (iii) The Company shall, as soon as practicable after such deposit of any Note accompanied by a Notice of Conversion and compliance with any other conditions herein contained, deliver to the person for whose account such Note was so surrendered certificates evidencing the number of full shares of Common Stock to which such person shall be entitled as aforesaid, subject to Section 4. (iv) Subject to the following provisions of this paragraph 3(b)(iv), such conversion shall be deemed to have been effected at made as of the close date of business on such surrender of the Stockholder Approval Date. At such time: (A) Note to be converted, and the person in whose name or names any certificate or certificates for shares of persons entitled to receive the Common Stock deliverable upon conversion of such Note shall be issuable upon treated for all purposes as the record holder or holders of such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at on such time; (B) such shares of Series A Preferred Stock so converted date and the Note shall no longer be deemed to be outstanding, outstanding and all rights of a holder with whatsoever in respect thereof (including the right to such shares receive interest thereon) shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders number of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in full shares of Common Stock converted to which such person shall be entitled hereunder; provided, however, that the Company shall not be required to convert any Note while the stock transfer books of the Company are closed for any purpose, but the surrender of a Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the Conversion Price Rate in effect as of on such date applied to the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an principal amount of cash in respect of such fractional interest equal Note to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Datebe converted.

Conversion Procedures. (ia) In On the event Conversion Date or the Mandatory Conversion Date, as applicable, with respect to any share of conversion pursuant to Section 6(a)Series A-1 Preferred Stock, certificates (or if (x) the holder shall so elect, (y) permitted by applicable law, including the Securities Act of 1933, and (z) the Company shall deliver as promptly as practicable written notice to each holder specifying: (Aor its transfer agent already provides, for one or more other holders, for uncertificated book-entry shares of Class A Common Stock, then such uncertificated book-entry shares) the Stockholder Approval Date; (B) representing the number of shares of Class A Common Stock into which the applicable shares of Series A-1 Preferred Stock are converted shall be promptly issued and delivered to the Holder thereof or such Holder’s designee upon presentation and surrender of the certificate evidencing the Series A-1 Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Company) to the Company and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, if any, allocable to the Holder pursuant to Section 15(b). Such shares of Class A Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, free of any Liens (as defined in the Investment Agreement). (b) From and after the Conversion Date or the Mandatory Conversion Date, as applicable, the shares of Series A-1 Preferred Stock to be issued in respect of each share of converted on such Conversion Date or the Mandatory Conversion Date, as applicable, will cease to be entitled to any dividends that may thereafter be declared on the Series A A-1 Preferred Stock that is convertedStock; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A A-1 Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, outstanding for any purpose; and all rights of a holder with respect to such shares shall immediately terminate (except the right to receive from the Company the Class A Common Stock upon conversion thereof and other amounts payable pursuant to this Section 6 and any dividends previously declared or otherwise accrued on the right to receive any dividend declared Series A-1 Preferred Stock but not yet paid pursuant to Section 3. (iiior taken into account in the conversion of such Series A-1 Preferred Stock) Holders of shares the Holder of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A A-1 Preferred Stock to be converted shall cease and terminate with respect to such shares. Prior to the Conversion Date or the Mandatory Conversion Date, as applicable, except as otherwise provided herein, Holders shall have no rights as owners of the Class A Common Stock (or other relevant capital stock or equity interest into which the Series A-1 Preferred Stock may then be convertible in accordance herewith) (including voting powers, and rights to receive any dividends or other distributions on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series Class A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as or other securities issuable upon conversion) by virtue of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of holding shares of Series A A-1 Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Conversion Procedures. To convert 2023 Notes, a Holder must satisfy the requirements in this Section 6.02 and in the 2023 Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) In the "Conversion Date"). Subject to the procedures set forth in Section 6.13 hereof, as soon as practicable, but in no event of conversion pursuant to Section 6(a)later than the fifth Business Day following the Conversion Date, the Company Issuer shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) Holder, through the Conversion Agent, a certificate for the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the full shares of Common Stock issuable upon the conversion are and cash or a check in lieu of any fractional share determined pursuant to Section 6.03 hereof. The Person in whose name the certificate is registered shall be issued in treated as a stockholder of record on and after the same name Conversion Date; provided, however, that no surrender of 2023 Notes on any date when the stock transfer books of the Issuer 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 name in which record holder or holders of such shares of Series A Preferred Common Stock are registeredon such date, each share surrendered for mandatory conversion but such surrender shall be accompanied by instruments effective to constitute the Person or Persons entitled to receive such shares of transfer, in form satisfactory to Common Stock as the Company, duly executed by the record holder or holders thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall be deemed to have been effected for all purposes at the close of business on the Stockholder Approval Date. At next succeeding day on which such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon stock transfer books are open; such mandatory conversion shall be deemed to at the Conversion Rate in effect on the date that such 2023 Notes shall have become been surrendered for conversion, as if the holder of record stock transfer books of the shares Issuer had not been closed. Upon conversion of Common Stock represented thereby at 2023 Notes, such time; (B) such shares of Series A Preferred Stock so converted Person shall no longer be deemed to a Holder of such 2023 Notes. No payment or adjustment shall be outstanding, and all rights of a holder made for dividends on or other distributions with respect to such shares shall immediately terminate except the right to receive the any Common Stock and other amounts payable pursuant except as provided in Section 6.06 hereof or as otherwise provided in this Indenture. On conversion of 2023 Notes, delivery of the Principal Return, the Net Shares (together with the cash or check payment, if any, in lieu of fractional shares) will be deemed to this Section 6 and satisfy the right Issuer's obligations to receive pay the principal of the converted 2023 Notes as well as accrued interest with respect to the converted 2023 Notes. Accrued interest on the 2023 Notes shall be deemed canceled, extinguished or forfeited, rather than paid in full. Notwithstanding conversion of any dividend declared but not yet paid pursuant to Section 3. (iii) 2023 Notes, the Holders of shares of Series A Preferred the 2023 Notes and any Common Stock at the close of business on a Dividend Record Date shall issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment DateRegistration Rights Agreement. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such If a Holder either (i) in cash or (ii) converts more than one 2023 Note at the Company’s optionsame time, in shares the amount of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions cash and number of shares of Common Stock issuable upon the conversion shall be issued, but in lieu thereof based on the Company shall pay an total principal amount of cash the 2023 Notes converted. Upon surrender of a 2023 Note that is converted in respect part, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2023 Note in an authorized denomination equal in principal amount to the unconverted portion of such fractional interest equal the 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2023 Notes may be surrendered to such fractional interest multiplied by the Market Value per share of Common Stock that Conversion Agent on the Stockholder Approval Datenext succeeding day that it is not a legal holiday.

Conversion Procedures. (i) In a. Each $500 in principal amount of the event of conversion pursuant to Section 6(a), the Company Debentures shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing convertible into 666.67 shares of Common Stock; and (D) that dividends on . b. In order to effect the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless conversion of all or part of the shares Debenture, the Debentureholder shall issue a notice of Common Stock issuable upon conversion are to be issued substantially in the same name form attached hereto as Exhibit A to Annex I (the name "Notice of Conversion") which may be by facsimile and surrender the Debenture for conversion if the Debenture is not already in which such shares possession of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by . Each conversion of all or any portion of the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) The conversion shall Debenture will be deemed to have been effected at as of the close of business on the Stockholder Approval Datedate on which such Notice of Conversion is delivered to the principal office of the Company via facsimile. At such time: (A) time as such conversion has been effected, to the person in whose name or names extent that any certificate or certificates for shares portion of Common Stock the Debenture is converted, the rights of the Debentureholder with respect to such portion of the Debenture shall be issuable upon such mandatory conversion cease and the Debentureholder shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3thereby. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of c. No fractional shares of Common Stock shall be issuedissued upon conversion of the Debenture. In lieu of any fractional share to which the holder would otherwise be entitled, but in lieu thereof the Company shall pay an amount round up to the nearest whole of cash in respect Common Share. d. The Company shall, immediately upon receipt of a Notice of Conversion, issue and deliver to or upon the order of such fractional interest equal to such fractional interest multiplied by Debentureholder, against delivery of the Market Value per share Debentures which have been converted, a certificate or certificates for the number of shares of Common Stock on to which such holder shall be entitled and such certificate or certificates shall not bear any restrictive legend; provided (a) the Stockholder Approval Dateshares of Common Stock evidenced thereby are sold pursuant to an effective registration statement under the 1933 Act, (b) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale of such shares may be made without registration under the 1933 Act, or (c) such holder provides the Company with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the 1933 Act. The Company shall cause such issuance and delivery to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service, or via the DWAC system, to reach the address designated by such holder within five (5) business days after the receipt of such notice.

Conversion Procedures. To convert a Note, a Holder must (ia) In complete and manually sign the event conversion notice (the "Conversion Notice") or a facsimile thereof on the back of conversion pursuant the Note and deliver such notice to Section 6(a)a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." The Company shall deliver to the Holder through the Conversion Agent, as promptly soon as practicable written notice to each holder specifying: (A) but in any event no later than the Stockholder Approval fifth Business Day following the Conversion Date; (B) , a certificate for the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the whole shares of Common Stock issuable upon the conversion are and cash in lieu of any fractional shares pursuant to be issued Section 406. Anything herein to the contrary notwithstanding, in the same name as the name in which case of Global Securities, conversion notices may be delivered and such shares of Series A Preferred Stock are registered, each share Notes may be surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f). (ii) the Applicable Procedures of the Depository as in effect from time to time. The conversion Person in whose name the Common Stock certificate is registered shall be deemed to have been effected be a shareholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Company are 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 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 Stockholder Approval Datenext 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 that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. At Upon conversion of a Note, such time: (A) the person in whose name Person shall no longer be a Holder of such Note. No payment or names adjustment shall be made for dividends on, or other distributions with respect to, any certificate or certificates for shares of Common Stock except as provided in this Article. On conversion of a Note, except as provided below in the case of certain Notes or portions thereof called for redemption, that portion of accrued and unpaid interest on the converted Note attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date attributable to the most recent accrual date with respect to the converted Note shall not be issuable upon such mandatory conversion cancelled, extinguished or forfeited, but rather shall be deemed to have become be paid in full to the holder Holder thereof through delivery of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3. (iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion. (iv) In connection together with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.the