Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. (a) In the event of an automatic conversion of the Series B Preferred Stock pursuant to Section 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 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stock.

Conversion Procedures. (a) In the event Any holder of an automatic conversion of the Series B Preferred Stock pursuant Notes desiring to Section 4, effective at the close of business on the Conversion Date the outstanding shares of Series B convert such Notes into Preferred Stock shall surrender the Notes at the offices of the Company, which Notes shall be converted automatically without any further action accompanied by the holders of such shares and whether or not the certificates representing such shares are surrendered irrevocable written notice to the Company or its transfer agent, and provided further Corporation that the Company shall not be obligated holder elects so to issue certificates evidencing convert such Notes and specifying 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 name 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 names (with address) in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, which a certificate or certificates evidencing shares of Preferred Stock are to be 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 purposes hereof. The Corporation shall deliver to the holder converting the Notes, or to the nominee or nominees of such person, certificates evidencing the number of full shares of Common Preferred Stock to which such holder person shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the Notes and the person or persons entitled to receive the Preferred Stock deliverable upon conversion of such Notes shall be treated for all purposes as the record holder or holders of such Preferred Stock on such date; provided, however, that notwithstanding the foregoingCorporation shall not be required to convert any Notes while the stock transfer books of the Corporation 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 delivery books as if the surrender had been made on the date of certificates formerly representing such reopening, and the Series B Preferred Stock or conversion shall be at the conversion rate in effect on such date. All notices of agreement and indemnification 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 the case its notice of a lost certificate, the Company may determine conversion that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock its Notes shall be uncertificated, in which case contingent upon the Company or its transfer agent will make the appropriate entries into the records occurrence of the Company and record date or effectiveness of such event (as specified by such holder), provided that such notice of conversion is received by the Company shall not be obligated Corporation prior to issue a stock certificate for such shares of Common Stockrecord date or effective date, as the case may be.

Conversion Procedures. Any holder of shares of Series A Preferred Stock desiring to convert such shares shall surrender the certificate or certificates for such shares of Series A Preferred Stock at the Corporation’s principal office, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder elects so to convert such shares of Series A Preferred Stock and specifying the name or names (awith address) In the event of an automatic in which a certificate or certificates for Common Stock are to be issued. Following such conversion of the Series B Preferred Stock pursuant to Section 4, effective at the close of business on the Conversion Date the outstanding shares of Series B A Preferred Stock described above, certificates that, until such conversion, represented Series A Preferred Stock (“Former Series A Certificates”) shall be converted automatically without any further action by thereafter represent solely the right to receive the securities and/or other property to which the holders of such shares and whether or not the certificates representing became entitled upon such shares are surrendered to the Company or its transfer agentconversion. However, and provided further that the Company such holders shall not be obligated entitled to issue certificates evidencing representing any such securities or to receive any such other property except upon surrender of such Former Series A Certificates at 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 certificatesCorporation’s principal office. The Company shallCorporation will, as soon as practicable after receipt of certificates for 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 deliveryshares of Series A Preferred Stock were so surrendered, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stockperson’s nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which such holder person shall be entitled as aforesaid. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock 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 notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company Corporation shall not be obligated required to issue a stock certificate for such convert any shares of Common StockSeries A Preferred Stock while the stock transfer books of the 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 date of such reopening, and the conversion shall be at the conversion rate in effect on such date.

Conversion Procedures. To convert a Note, a Holder must (a) In complete and manually sign the event of an automatic conversion notice (the "Conversion Notice") or a facsimile thereof on the back of the Series B Preferred 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 4606. 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 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 attributable to the Company or its transfer agent, and provided further that most recent accrual date with respect to the Company converted Note shall not be obligated cancelled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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 fair market value of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company or its transfer agentextent thereof, or first in exchange for accrued and unpaid interest through the holder notifies Conversion Date and the Company or its transfer agent that balance, if any, of such certificates have been lost, stolen, or destroyed fair market value of such Common Stock (and executes an agreement satisfactory any such cash payment) shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the Company to indemnify provisions hereof. If a Holder converts more than one Note at the Company from any loss incurred by it in connection with such certificates. The Company shallsame time, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Notes converted. Upon surrender of a 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 Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such 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 the close of business on the Interest Payment Date to which such holder shall Regular Record Date relates) be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case accompanied by payment to the Company or its transfer agent will make order, in New York Clearing House funds or other funds acceptable to the appropriate entries into Company, of an amount equal to the records interest payable on such Interest Payment Date on the principal amount of the Company and the Company shall not be obligated to issue a stock certificate Notes or portions thereof being surrendered for such shares of Common Stockconversion.

Conversion Procedures. To convert a Note, a holder must (a) 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 an automatic conversion a Global Note, the Conversion Notice shall be completed by a DTC participant on behalf of the Series B Preferred beneficial holder. The date, within the time periods set forth in Section 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 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 a notice of redemption pursuant to Section 43.07 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the holder that all of such Notes shall be converted into AirTran Consideration Units or other combination of cash and Common Stock, effective 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 product of the 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 delivered upon conversion of a Note once the Company has notified the holder in accordance with this paragraph. 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 of Southwest at the close of business on the Conversion Date date on which the outstanding shares of Series B Preferred Applicable 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 Price is determined with respect to the Company or its transfer agent, and provided further that the Company shall 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaidapplicable Conversion Date; provided, however, that notwithstanding if any such date is a date when the foregoingstock transfer books of Southwest are closed, upon such delivery Person shall be deemed a shareholder of certificates formerly representing record of Southwest as of the Series B Preferred Stock or next date on which the stock transfer books of agreement and indemnification in Southwest are open. In the case of a lost certificatePrincipal 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. If a holder surrenders its Notes for conversion and it is a Principal Value Conversion, the Company may determine that will notify the shares of holder by the second Trading Day following the Conversion Date whether it will pay the principal amount plus accrued interest in cash, Common Stock issued 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 (x) the 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 Series B Preferred principal amount plus accrued interest to be paid in 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 uncertificatedmade 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 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 be paid in full to the holder thereof through delivery of the 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 in lieu thereof, in exchange for the Note being converted pursuant to the provisions hereof, and 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 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 transfer agent will make order, in New York Clearing House funds or other funds acceptable to the appropriate entries into Company, of an amount equal to the records 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 payment need be made if (1) the Company and has specified a Redemption Date that occurs during the period from the close of business on a 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 shall not be obligated has specified a Fundamental Change Redemption Date during such period or (3) only to issue the 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 stock certificate for such combination of cash and shares of 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 Notes) shall have occurred and be continuing, the Company shall deliver AirTran Consideration Units in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 14.02 to the effect that the Notes would be paid in cash or a combination of cash and Common Stock.

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 (a) 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 an automatic full shares of Common Stock issuable upon the conversion and cash or a check in lieu of the Series B Preferred Stock any fractional share determined pursuant to Section 46.03 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether 2023 Notes. No payment or not the certificates representing such shares are surrendered 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 Company or its transfer agent, and provided further that the Company converted 2023 Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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 Holders of the 2023 Notes and any Common Stock issuable upon such automatic conversion unless thereof will continue to be entitled to receive Additional Amounts in accordance with the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered to Registration Rights Agreement. If a Holder converts more than one 2023 Note at the Company or its transfer agentsame time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued issuable upon the conversion shall be based on the total principal amount of the Series B Preferred Stock 2023 Notes converted. Upon surrender of a 2023 Note that is converted in part, the Issuer shall be uncertificatedexecute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2023 Note in which case an authorized denomination equal in principal amount to the Company or its transfer agent will make the appropriate entries into the records unconverted portion of the Company and 2023 Note surrendered. If the Company shall 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 that Conversion Agent on the next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

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 (athe “Conversion Date”) In the event of an automatic with respect to such Notes. Upon conversion of the Series B Preferred Stock pursuant to Section 4a Note, 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 not deliver to the Holder, through the Conversion Agent, the amounts determined in accordance with Section 9.18, which shall be obligated 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 a stockholder of record on and after the 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 issue certificates evidencing constitute the Person or Persons entitled to receive the shares of Common Stock issuable upon such automatic conversion unless as the certificates formerly evidencing record holder or holders of such shares of Series B Preferred 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 either delivered 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 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 soon as practicable after such delivery, or such agreement and indemnification in the case Holder of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for 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 which 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 holder 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 entitled as aforesaidaccompanied 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; providedprovided 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, howeverif any overdue interest exists at the time of conversion with respect to the Notes. Upon conversion of Notes, that notwithstanding portion of accrued but unpaid interest, if any, with respect to the foregoingconverted Notes shall not be canceled, upon such extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of certificates formerly representing the Series B Preferred Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of agreement cash and indemnification Common Stock in exchange for the case Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of a lost certificate, the Company may determine that the 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 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 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 accrued interest on any Note. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Series B Preferred Stock shall be uncertificatedNotes converted. Upon surrender of a Note that is converted in part, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and 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. 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 obligated surrendered to issue that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a stock certificate Designated Event Purchase Notice with respect to a Note, may not surrender such Note for such shares of Common Stockconversion until the Designated Event Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 8.4.

Conversion Procedures. (aThe date on which the Holder converts this Note, in whole or in part, following satisfaction of the applicable conditions and restrictions set forth in Section 4.1(a) In and Section 4.1(b) is the event of an automatic “Conversion Date”; provided, however, that any conversion notice may provide that conversion of this Note is conditional upon the Series B Preferred Stock consummation of any event or circumstance that has been proposed by or with respect to the Company or its securities, and in such event such conversion shall be applicable only immediately prior to, simultaneously with or immediately after (as specified in such notice) the effective time of such referenced event or circumstance. As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver, at its expense, to the Holder, the number of Common Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 44.2(f). The Person to whom such Common Shares are to be delivered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of this Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the Common Shares upon such conversion as the record holder or holders of such Common Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Common Shares as the record holder or holders thereof for all purposes at the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be converted automatically without any further action by at the holders Conversion Price in effect on the date that this Note shall have been surrendered for conversion, as if the stock transfer books of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agenthad not been closed. Upon conversion of this Note in full, such Person shall no longer be a Holder of this Note. If this Note is surrendered and provided further that converted in part, the Company shall 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 execute a new Note in a denomination equal in principal amount 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion unconverted portion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockNote surrendered.

Conversion Procedures. (a) In Any holder of Notes desiring to convert such Notes into Common Stock shall surrender the event of an automatic conversion Notes at the offices of the Series B Preferred Stock pursuant to Section 4Company, effective at the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock which Notes shall be converted automatically without any further action accompanied by the holders of such shares and whether or not the certificates representing such shares are surrendered irrevocable written notice to the Company or its transfer agent, and provided further that the Company shall not be obligated holder elects so to issue convert such Notes and specifying the name or names (with address) in which a certificate or 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 certificatesbe issued. The Company shallwill make a notation of the date that a notice of conversion is received, as soon as practicable after such deliverywhich date shall be deemed to be the date of receipt for purposes hereof. The Company shall deliver to the holder converting the Notes, or to the nominee or nominees of such agreement and indemnification in the case of a lost certificateperson, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the Notes and the person or 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 notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated required to issue 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 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 paragraph 2(e) hereof, a stock certificate for 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 shares event (as specified by such holder), provided that such notice of Common Stockconversion is received by the Company prior to such record date or effective date, as the case may be.

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 (a) In the "Conversion Date"). Subject to the procedures set forth in Section 6.13 hereof, as soon as practicable, but in no event of an automatic conversion 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 Series B Preferred following methods: (i) update the global security representing the shares of Common Stock to record the Holder's interest in the Common Stock, or (ii) deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock representing Net Shares, if any, together with, in either case, cash or a check in lieu of any fractional share determined pursuant to Section 46.03 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares 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, delivery of the Principal Return and whether the Net Shares (together with the cash or not check payment, if any, in lieu of fractional shares) will be deemed to satisfy the certificates representing such shares are surrendered Issuer's obligation to pay the principal amount of the converted 2023 Notes as well as accrued interest with respect to the Company converted 2023 Notes. Accrued interest on the 2023 Notes shall be deemed canceled, extinguished or its transfer agentforfeited, rather than paid in full. Notwithstanding conversion of any 2023 Notes, the Holders of the 2023 Notes and provided further that any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the Company shall not be obligated to issue certificates evidencing Registration Rights Agreement. If a Holder converts more than one 2023 Note at the same time, the amount of cash and number of shares of Common Stock issuable upon such automatic the conversion unless shall be based on the certificates formerly evidencing such shares total principal amount of Series B Preferred Stock are either delivered the 2023 Notes converted. Upon surrender of a 2023 Note that is converted in part, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Company or its transfer agentHolder, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes a new 2023 Note in an agreement satisfactory authorized denomination equal in principal amount to the Company to indemnify unconverted portion of the Company from any loss incurred by it 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, place where a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificateConversion Agent is located, the Company 2023 Notes may determine be surrendered to that Conversion Agent on the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In order to exercise the event of an automatic conversion of right, the Series B Preferred Stock pursuant to Section 4, effective Holder shall surrender this Note at the close principal executive offices of business on the Conversion Date the outstanding shares of Series B Preferred Stock Gabelli (which, if Gabelli shall so require, shall be converted automatically without any further action duly endorsed to Gabelli or in blank, or be accompanied by the holders proper instruments of such shares and whether transfer to Gabelli or not the certificates representing such shares are surrendered in blank), accompanied by irrevocable written notice to Gabelli to the Company or its transfer agent, and provided further effect that the Company 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 (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the certificates formerly evidencing such Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Series B Preferred Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that issued upon 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 certificatesconversion. The Company Gabelli shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; , together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, howeverif later, that notwithstanding the foregoingdate of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If this Note is to be converted in part only, upon such delivery conversion Gabelli shall execute deliver to the Holder, at the expense of certificates formerly representing 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 Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion unconverted portion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records principal amount of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockthis Note.

Conversion Procedures. (aThe date on which the Holder converts this Note, in whole or in part, following satisfaction of the applicable conditions set forth in Section 4.1(a) In is the event of an automatic "Conversion Date"; provided, however, that any conversion notice may provide that conversion of this Note is conditional upon the Series B Preferred Stock consummation of any event or circumstance that has been proposed by or with respect to the Company or its securities, and in such event such conversion shall be applicable only immediately prior to, simultaneously with or immediately after (as specified in such notice) the effective time of such referenced event or circumstance). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver, at its expense, to the Holder, a certificate for the number of full Common Shares issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 44.2(f). The Person in whose name the certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of this Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the Common Shares upon such conversion as the record holder or holders of such Common Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Common Shares as the record holder or holders thereof for all purposes at the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Price in effect on the date that this Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of this Note in full, such Person shall no longer be a Holder of this Note. If this Note is surrendered and converted automatically without any further action by in part, the holders Company shall execute a new Note in a denomination equal in principal amount to the unconverted portion of such shares and whether or not the certificates representing such shares are Note surrendered. If the last day on which Notes may be converted is a Legal Holiday, this Note may be surrendered to the Company or its transfer agent, and provided further on the next succeeding day that the Company shall it is 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockLegal Holiday.

Conversion Procedures. (a) In Any Holder desiring to convert this Note shall surrender this Note at the event of an automatic conversion office of the Series B Preferred Stock pursuant to Section 4Registrar, effective at which certificate or certificates, if the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock Company shall so require, 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 duly endorsed to the Company or its in blank, or accompanied by proper instruments of transfer agentto the Company or in blank, accompanied by irrevocable written notice to the Company that the holder elects so to convert this Note and specifying the name or names (with address) in which a certificate or certificates for Common Stock are to be issued. Upon the conversion of this Note, the Company shall pay the holder surrendering such shares cash in an amount equal to any accrued but unpaid interest to the date of conversion of this Note. The Company will, as soon as practicable (but in no event later than ten (10) business days) after such deposit of this Note 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 this Note were so surrendered, or to his nominee or nominees, certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of this Note to be converted, and provided further the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note 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 obligated required to issue certificates evidencing convert this Note while 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 stock 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records books of the Company are closed for any purpose, but the surrender of this 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 Company conversion shall not be obligated to issue a stock certificate for at the Conversion Price in effect on such shares of Common Stockdate.

Conversion Procedures. Subject to Section 5(c), at any time and from time to time, a holder of Series A Preferred Stock shall have the right to convert any share(s) of Series A Preferred Stock into the number of shares of Common computed by dividing (aX) In the event Original Issue Price by (Y) the Conversion Price then in effect for such share of an automatic Series A Preferred Stock (such quotient being the “Ordinary Conversion Amount”); provided, however, that after the third anniversary of the Closing Date, any share(s) of Series A Preferred Stock shall be convertible into a number of shares of Common computed by dividing (A) the Original Issue Price by (B) the average Market Price for the 10 consecutive Trading Days before the delivery to the office of the Corporation or any transfer agent of the written notice of election to convert if such amount is greater than the Ordinary Conversion Amount. Each conversion of the Series B A Preferred Stock pursuant to Section 45(a) shall be effected by delivery, effective at to the office of the Corporation or to any transfer agent for such shares, of (A) duly endorsed certificates for the shares being converted and (B) written notice to the Corporation that the holder elects to convert such shares. Conversion pursuant to Section 5(a) shall be deemed to occur immediately prior to the close of business on the Conversion Date date the outstanding certificates and notice are delivered. At the time any such conversion has been effected, the rights of the holders of shares of Series B A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be converted automatically without any further action by treated for all purposes as the record 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 not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic on the date conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered is deemed 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 certificateseffected. The Company shall, as As soon as practicable after such delivery, or such agreement (x) a conversion has been effected and indemnification in (y) the case of a lost certificate, issue and deliver at such office to such holder certificate(s) representing the converted shares of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B A Preferred Stock have been surrendered to the principal office of the Corporation or of agreement and indemnification in the case of a lost certificateto any transfer agent for such shares, the Company may determine that Corporation shall deliver to the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stock.converting holder:

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in paragraph 9 of the Series B Preferred Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event 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 42.06(3). 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 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered 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 Company or its transfer agent, and provided further that the Company converted Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company or its transfer agentextent thereof, or first in exchange for interest accrued and unpaid through the holder notifies Conversion Date, and the Company or its transfer agent that balance, if any, of such certificates have been lost, stolen, or destroyed Fair Market Value of such Common Stock (and executes an agreement satisfactory any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the Company to indemnify provisions hereof. If a Holder converts more than one Note at the Company from any loss incurred by it in connection with such certificates. The Company shallsame time, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total Principal Amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Notes may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In To convert Securities, a Holder must satisfy the event of an automatic conversion requirements in section 8 of the Series B Preferred Securities. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fourth Business Day following the Determination Date, the Company shall deliver to the Holder, through the Conversion Agent, cash and, if applicable, shares of Common Stock pursuant in accordance with Section 12.4 below. If any shares of Common Stock are received by such Holder upon conversion, 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 Securities on any date when the stock transfer books of the Company shall be closed shall be effective to Section 4constitute 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders Conversion Price in effect on the date that such Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon completion of conversion of Securities, such Person shall no longer be a Holder of such shares and whether Securities. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.2 or as otherwise provided in this Indenture. On conversion of Securities, that portion of accrued interest including accrued Contingent Interest with respect to the Company or its transfer agent, and provided further that the Company converted Securities shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing be paid in full to the Holder thereof through delivery of shares of Common Stock, in exchange for the Securities being converted pursuant to the provisions hereof, 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) of such shares of Common Stock issuable upon such automatic conversion unless (together with the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered cash payment) shall be treated as issued, to the Company or its transfer agentextent thereof, or first in exchange for interest accrued and unpaid through the holder notifies Conversion Date and any Contingent Interest, and the balance, if any, of such Fair Market Value (determined as aforesaid) of 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 if the Company or calls such Security for redemption and such Holder converts its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory Security prior to the Company Redemption Date and subsequent to indemnify the Company from any loss incurred by it in connection with notice of such certificatesredemption. The Company shallIf a Holder converts more than one Security at the same time, as soon as practicable after such delivery, or such agreement the amount of cash payable (and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable, if any) upon the conversion shall be entitled as aforesaid; providedbased on the total principal amount of, howeverand total interest accrued and unpaid on, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Securities converted. Upon surrender of a lost certificateSecurity that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 the Series B Preferred Stock shall Security surrendered. If the last day on which Securities may be uncertificatedconverted is a Legal Holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Securities may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common StockLegal Holiday.

Conversion Procedures. (a) In the event order for a holder of an automatic conversion of the Series B D Preferred Stock pursuant to Section 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 convert such shares and whether into Common Stock, such holder shall surrender the certificate or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall 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 D Preferred Stock are either delivered to the Company or its transfer agent, or office of the holder notifies Transfer Agent for 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B D Preferred Stock, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by written notice (the "Conversion Notice") to the Corporation that the holder elects so to convert such shares of Series D Preferred Stock and specifying the name or names (with address) in which a certificate or certificates for evidencing shares of Common Stock are to be issued. Notwithstanding the foregoing sentence, a holder of Series D Preferred Stock may rescind a Conversion Notice at any time prior to the date on which the Corporation shall have delivered certificates evidencing the number of full shares of Common Stock to which such holder shall be entitled upon conversion. The Corporation shall, as soon as practicable, and no later than three business days after such deposit of certificates evidencing shares of Series D Preferred Stock to the office of the Transfer Agent 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 Series D Preferred Stock were 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 5(b). Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the shares of Series D Preferred Stock to be converted and delivery of the shares of Common Stock issuable therefor, and the person or persons entitled to receive the Common Stock deliverable upon conversion of such Series D Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that notwithstanding no holder shall be permitted to exercise its conversion rights and the foregoing, upon such delivery Corporation shall not be required to convert any shares of certificates formerly representing the Series B D Preferred Stock or of agreement and indemnification in to the case of a lost certificate, the Company may determine extent that the holder is (or if as a result of the issuance of shares of Common Stock issued upon the conversion would become) an Affiliate of the Series B Preferred Corporation as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and, as a result of such Affiliate status, the resale by the holder of such Common Stock shall would be uncertificatedrestricted or limited by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder or any applicable state securities laws, in which case the Company or holder shall be required to maintain the balance of its transfer agent will make the appropriate entries into the records holdings of shares of Series D Preferred Stock surrendered for conversion until resale of the Company and the Company shall not be obligated to issue a stock certificate for such underlying shares of Common StockStock may be effected either (i) pursuant to an effective registration statement or (ii) pursuant to a legal opinion addressed to the holder of such Series D Preferred Stock from counsel to the holder to the effect that registration is not necessary. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Conversion Procedures. (a) In the event of an automatic As soon as possible after a conversion of the Series B Preferred Stock pursuant to Section 4has --------------------- been effected, 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 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 deliver 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, converting holder: a certificate or certificates for 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 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 connection with such holder conversion but which was not converted; and if any fractional share of Conversion Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall pay an amount equal to the Conversion Price of such fractional share as of the date of such conversion. The issuance of certificates for shares of Conversion Stock upon conversion of this Note shall be entitled as aforesaid; provided, however, that notwithstanding made without charge to the foregoing, upon holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such delivery conversion and the related issuance of certificates formerly representing the Series B Preferred Stock or shares of agreement and indemnification in the case Conversion Stock. Upon conversion of a lost certificatethis Note, the Company may determine shall take all such actions as are necessary in order to insure that the Conversion Stock, 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 of Common Stock issued Conversion Stock, solely for the purpose of issuance upon the conversion of the Series B Preferred Stock shall Notes, such number of shares of Conversion Stock, issuable upon the conversion of all outstanding Notes. All shares of Conversion Stock, which are so issuable shall, when issued, be uncertificatedduly and validly issued, in which case fully paid and nonassessable and free from all taxes, liens and charges except those contemplated by the Company or its transfer agent will make the appropriate entries into the records of the Company Purchase Agreement and the Registration Agreement. The Company shall not take all such actions as may be obligated necessary to issue a stock certificate for assure that all such shares of Common Conversion Stock, may be so issued without violation of any applicable law or governmental regulation.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 9.2 and in paragraph 9 of the Series B Preferred 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, if required, and pays any transfer or similar tax, if required, is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, cash or a combination of cash and shares of Common Stock as set forth in Section 9.17 and cash in lieu of any fractional share determined pursuant to Section 49.3. The Person in whose name any certificated Note is registered shall be treated as a stockholder of record on and after the 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 Date Rate in effect on the outstanding 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 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest, if any, 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 cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash shall be treated as issued, to the extent thereof, first in exchange for the principal amount of the Notes being converted pursuant to the provisions hereof and the balance, if any, of such cash or the Fair Market Value of such shares of Series B Preferred Common Stock shall be converted automatically without treated as issued in exchange for interest accrued and unpaid through the Conversion Date. Notwithstanding conversion of any further action by Notes, the holders Holders of such shares the Notes and whether 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 cash or not the certificates representing such shares are surrendered to the Company or its transfer agent, combination of cash and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic the conversion unless shall be based on the certificates formerly evidencing such shares total principal amount of Series B Preferred Stock are either delivered 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 Company or its transfer agentHolder, or a new Note in an authorized denomination equal in principal amount to the holder notifies unconverted portion of the Company or its transfer agent 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 such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory Conversion Agent on the next succeeding Business Day. Notes in respect of which a Holder has delivered a notice of exercise of the option to require the Company to indemnify purchase such Notes pursuant to Article VI or VII may be converted only if the Company from any loss incurred by it notice of exercise is withdrawn in connection accordance with such certificatesthe terms of Section 8.2.” Section 202 Amendment of Section 9.17. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion Section 9.17 of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company Indenture is hereby amended and the Company shall not be obligated restated to issue a stock certificate for such shares of Common Stock.read as follows:

Conversion Procedures. Subject to Section ‎3.3, the conversion rights set forth in this Note shall be exercised by the surrender by the Holder on a Business Day of this Note at any time during usual business hours at the registered office of the Company at Akara Building, 20 Xx Xxxxxx Xx., Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (or such other office of the Company as the Company and the Holder may agree), accompanied by written notice (such notice to be in the form of Appendix C attached hereto, a “Conversion Notice”) specifying (a) In the event of an automatic conversion of the Series B Preferred Stock pursuant to Section 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 not be obligated Holder elects to issue certificates evidencing convert the shares of Common Stock issuable upon such automatic conversion unless entire Note (or a portion thereof) and (b) the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered to the Company name 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 names (with address) in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, which a certificate or certificates for Ordinary Shares are to be issued. This Note shall be delivered to the Company (together with the Conversion Notice) for cancellation and shall be canceled by it. As soon as practicable after the delivery and effectiveness of the Conversion Notice, but in no event later than two (2) Business Days thereafter, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of such Ordinary Shares (including giving all necessary instruction to the registered agent of the Company to effect such issuance and entry of the name(s) of the Holder and/or its nominees on the register of members of the Company as the registered holder(s) of the Ordinary Shares so converted) and (ii) deliver to the Holder a certificate or certificates representing the number of shares fully paid and non- assessable Ordinary Shares calculated in accordance with Section ‎3.1 above (and to the extent that only a portion of Common Stock to which such holder this Note is converted, a replacement Note reflecting the remaining outstanding principal amount of this Note). At the time of surrender of this Note, the Person in whose name any certificate(s) for Ordinary Shares shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, issuable upon such delivery conversion shall be deemed to be the holder of certificates formerly representing the Series B Preferred Stock or record of agreement and indemnification in the case of a lost certificatesuch Ordinary Shares on such date, the Company may determine notwithstanding that the shares register of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records members of the Company and shall then be closed or that the Company certificates representing such Ordinary Shares shall not then be obligated actually delivered to issue a stock certificate for such shares of Common StockPerson.

Conversion Procedures. (a) In To convert a Debenture a Holder must satisfy the event of an automatic conversion requirements in paragraph 9 of the Series B Preferred Debentures. The date on which the Holder of Debentures satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event later than the seventh Business Day, after 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 415.3. 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 a Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall 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 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 will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article XV. On conversion of a Debenture, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Debenture to 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 with respect to the Company or its transfer agent, and provided further that the Company converted Debenture shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing be paid in full to the shares Holder thereof through delivery of the Common Stock issuable upon such automatic conversion unless (together with the certificates formerly evidencing such shares Cash payment, if any, in lieu of Series B Preferred Stock are either delivered fractional shares) in exchange for the Debenture being converted pursuant to the Company or its transfer agentprovisions hereof. If a Holder converts more than one Debenture at the same time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total Principal Amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Debentures converted. Upon surrender of a lost certificateDebenture that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee shall authenticate and deliver to the conversion Holder, a new Debenture in an authorized denomination equal in Principal Amount to the unconverted portion of the Series B Preferred Stock shall Debenture surrendered. If the last day on which a Debenture may be uncertificatedconverted is a Legal Holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Debenture may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common StockLegal Holiday.

Conversion Procedures. (a) In To convert a Note a Holder must satisfy the event of an automatic conversion requirements in paragraph 8 of the Series B Preferred Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date (the "Conversion Notice Date"). The Company shall deliver to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Notice Date, a certificate for the number of full shares of Common Stock deliverable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 43.07(c) hereof. The Person in whose name the certificate representing such conversion shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall 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 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, the Holder thereof shall no longer be a Holder of such Note and such Note shall be cancelled and no longer outstanding. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 3.08. On conversion of a Note, that portion of Accreted Value (or accrued and unpaid interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 3.10) attributable to the period from the Issue Date of the Note to 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 with respect to the Company or its transfer agent, and provided further that the Company converted Note shall not be obligated cancelled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing be paid in full to the shares Holder thereof through delivery of the Common Stock issuable upon such automatic conversion unless (together with the certificates formerly evidencing such shares Cash payment, if any, in lieu of Series B Preferred Stock are either delivered to fractional shares) in exchange for the Company or its transfer agentNote being converted. If a Holder converts more than one Note at the same time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total Principal Amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee shall authenticate and deliver to the conversion Holder, a new Note in an authorized denomination equal in Principal Amount (or the Restated Principal Amount, if applicable) to the unconverted portion of the Series B Preferred Stock shall Note surrendered. If the last day on which a Note may be uncertificatedconverted is a Legal Holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Note may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common StockLegal Holiday.

Conversion Procedures. Promptly after the Effective Time, Frosx Xxxxx xxxll cause the Exchange Agent to mail to each holder of record (a) In the event of an automatic conversion as of the Series B Preferred Stock pursuant Effective Time) a certificate or certificates (the "Certificates") which immediately prior to Section 4, effective at the close of business on the Conversion Date the Effective Time represented outstanding shares of Series B Preferred Gainxx Xxxxxxx Xxxmon Stock whose shares were converted into the right to receive shares of Frosx Xxxxx Xxxmon Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be converted automatically without any further action effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Frosx Xxxxx xxx reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Frosx Xxxxx Xxxmon Stock. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Frosx Xxxxx, xxgether with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such shares and whether or not the Certificates shall be entitled to receive in exchange therefor certificates representing such the number of whole shares are surrendered to of Frosx Xxxxx Xxxmon Stock into which their shares of Gainxx Xxxxxxx Xxxmon Stock were converted at the Company or its transfer agentEffective Time in accordance with the Conversion Ratio, and provided further that the Company Certificates so surrendered shall not forthwith be obligated canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to issue certificates evidencing evidence only the ownership of the number of full shares of Common Frosx Xxxxx Xxxmon Stock issuable upon such automatic conversion unless the certificates formerly evidencing into which such shares of Series B Preferred Gainxx Xxxxxxx Xxxmon Stock are either delivered shall have been so converted. All certificates issued as a result of the conversion of Gainxx Xxxxxxx Common Stock in the Merger representing Frosx Xxxxx Xxxmon Stock will bear restrictive legends to the Company or its transfer agent, or effect that the holder notifies the Company or its transfer agent that shares represented by such certificates have not been lost, stolen, or destroyed registered under the Securities Act and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it can only be transferred in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockcompliance therewith.

Conversion Procedures. Promptly after the Effective Time, Pubco shall cause the Exchange Agent to mail to each holder of record (a) In the event of an automatic conversion as of the Series B Preferred Stock pursuant Effective Time) a certificate or certificates (the "Certificates") which immediately prior to Section 4, effective at the close of business on the Conversion Date the Effective Time represented outstanding shares of Series B Preferred BAXL Common Stock whose shares were converted into the right to receive shares of Pubco Common Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be converted automatically without any further action effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Pubco may reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Pubco Common Stock. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Pubco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such shares and whether or not the Certificates shall be entitled to receive in exchange therefore certificates representing such the number of whole shares are surrendered to of Pubco Common Stock into which their shares of BAXL Common Stock were converted at the Company or its transfer agentEffective Time in accordance with the Pubco Conversion Ratio, and provided further that the Company Certificates so surrendered shall not forthwith be obligated canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to issue certificates evidencing evidence only the ownership of the number of full shares of Pubco Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing into which such shares of Series B Preferred BAXL Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificates shall 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockso converted.

Conversion Procedures. (ai) In the event of an automatic Each conversion of shares of any class of capital stock of the Series B Preferred Stock pursuant Corporation into shares of another class of capital stock of the Corporation shall be effected by the surrender of the certificate or certificates representing the shares to Section 4be converted (the "Converting Shares") at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by written notice to the holders of such class of capital stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, stating that such holder desires to convert the Converting Shares, or a stated number of the shares represented by such certificate or certificates, into an equal number of shares of the class into which such shares may be converted (the "Converted Shares"). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued and shall include instructions for the delivery thereof. A holder of Converting Shares may make any such notice of conversion, whether such conversion is in connection with a Sale of the Corporation or otherwise, conditional upon the happening of any event or the passage of such time as is specified by such holder in such conversion notice, and may rescind any notice of conversion prior to the effective at time thereof specified in any such notice. Promptly after such surrender and the receipt of such written notice of conversion, the Corporation will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Corporation will deliver to the converting holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or certificates) representing any shares which were represented by the certificate or certificates that were delivered to the Corporation in connection with such conversion, but which were not converted. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock date on which such certificate or certificates shall be converted automatically without any further action have been surrendered and such notice shall have been received by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agentCorporation, and provided further that at such time the Company shall not be obligated to issue certificates evidencing the shares rights 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 of 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, Converting Shares as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a shall cease and the person or persons in whose name or names the certificate or certificates for the number of shares of Common Stock Converted Shares are to which be issued upon such holder conversion shall be entitled as aforesaid; provided, however, that notwithstanding deemed to have become the foregoing, upon such delivery holder or holders of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion record of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockConverted Shares.

Conversion Procedures. (a) In As promptly as practicable after the event of an automatic conversion Conversion Date, the Company shall provide written notice of the Series B conversion to each holder of Preferred Stock pursuant to Section 4, effective at the close of business on stating 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 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Class A common stock issued upon conversion of each share of Preferred Stock to which held of record by such holder shall be entitled as aforesaid; providedand subject to conversion. Immediately upon conversion, however, that notwithstanding the foregoing, upon such delivery rights of certificates formerly representing the Series B holder of Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that with respect to the shares of Common Preferred Stock issued so converted shall cease and the persons entitled to receive the shares of Class A common stock upon the conversion of the Series B such shares of Preferred Stock shall be uncertificatedtreated for all purposes as having become the record and beneficial owners of such shares of Class A common stock. In the event that a holder of Preferred Stock shall not by written notice designate the name in which shares of Class A 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 Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in which case the Company or its transfer agent will make name of such holder and in the appropriate entries into manner shown on the records of the Company and the Company. The Company shall not be obligated required to issue a reserve or keep available, out of its authorized but unissued shares of Class A common stock, or to have sufficient authorized shares of Class A common stock certificate for to cover, the number of shares of Class A common stock that would be required to effect the conversion of all of the then-outstanding shares of Preferred Stock prior to the approval of the common stock amendment. All shares of Class A common stock which may be issued upon conversion of the shares of Preferred Stock will, upon issuance by the Company, be validly issued, fully paid and non-assessable. Effective immediately prior to the Conversion Date, dividends shall no longer be declared on the shares of Preferred Stock and such shares of Common StockPreferred Stock shall cease to be outstanding, in each case, subject to the rights of holders of Preferred Stock to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled to as further described herein and in the Certificate of Designations.

Conversion Procedures. (a) In To convert a Note a Holder must satisfy the event of an automatic conversion requirements in paragraph 9 of the Series B Preferred Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 44.05(c). 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 a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall 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 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 Section 4.06. On conversion of a Note, that portion of Accreted Value (or interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 4.08) attributable to the period from the Issue Date of the Note to 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 accrued contingent interest with respect to the Company or its transfer agent, and provided further that the Company converted Note shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing be paid in full (except as contemplated in paragraph 10 of the shares Notes) to the Holder thereof through delivery of the Common Stock issuable upon such automatic conversion unless (together with the certificates formerly evidencing such shares Cash payment, if any, in lieu of Series B Preferred Stock are either delivered to fractional shares) in exchange for the Company or its transfer agentNote being converted. If a Holder converts more than one Note at the same time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total Principal Amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee shall authenticate and deliver to the conversion Holder, a new Note in an authorized denomination equal in Principal Amount (or the Restated Principal Amount, if applicable) to the unconverted portion of the Series B Preferred Stock shall Note surrendered. If the last day on which a Note may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Note may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In the event Any holder of an automatic conversion of the Series B Preferred Stock pursuant to Section 4, effective at the close of business on the Conversion Date the outstanding shares of Series B Preferred A desiring to convert such shares into Common Stock shall be converted automatically without any further action by surrender the holders of certificate or certificates evidencing such shares and whether of Series A at the office of the transfer agent for the Series A or not at such other office or offices, if any, as the certificates representing Board of Directors may designate for the purpose (which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or be accompanied by proper instruments of transfer to the Corporation or in blank), accompanied by irrevocable written notice to the Corporation to the effect that the holder elects so to convert such shares are surrendered to of Series A (which notice shall specify the Company name or its transfer agent, and provided further that the Company shall not be obligated to issue names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless the certificates formerly evidencing are to be issued or to whom any other consideration deliverable upon such conversion is to be delivered). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of shares of Series B Preferred A on account of any dividends accrued on such shares or on account of any dividends accrued on the shares of Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that issued upon 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 certificatesconversion. The Company Corporation shall, as soon as practicable after such deliverythe surrender of certificates evidencing shares of Series A being converted at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery together with a cash adjustment in respect of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case any fraction of a lost certificate, the Company may determine that the shares share of Common Stock issued as hereinafter provided and/or any other consideration deliverable upon such conversion. Such conversion shall be deemed to have been made as of the date of such surrender of certificates evidencing shares of Series A to be converted (or, if later, the date of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of the such Series B Preferred Stock A shall be uncertificated, in which case treated for all purposes as the Company record holder or its transfer agent will make the appropriate entries into the records holders of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockStock on such date.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 7.02 and in paragraph 8 of the Series B Preferred Notes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 47.03. 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 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered 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 Company or its transfer agent, and provided further that the Company converted Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) 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 such automatic conversion unless thereof will continue to be entitled to receive Additional Amounts in accordance with the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered to Registration Rights Agreement. If a Holder converts more than one Note at the Company or its transfer agentsame time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total principal amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Notes may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In order to exercise the event of an automatic conversion of right, the Series B Preferred Stock pursuant to Section 4, effective Holder shall surrender this Note at the close principal executive offices of business on the Conversion Date the outstanding shares of Series B Preferred Stock Gabelli (which, if Gabelli shall so require, shall be converted automatically without any further action duly endorsed to Gabelli or in blank, or be accompanied by the holders proper instruments of such shares and whether transfer to Gabelli or not the certificates representing such shares are surrendered in blank), accompanied by irrevocable written notice to Gabelli to the Company or its transfer agent, and provided further effect that the Company 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 (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the certificates formerly evidencing such Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Series B Preferred Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that issued upon 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 certificatesconversion. The Company Gabelli shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; , together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, howeverif later, that notwithstanding the foregoingdate of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If this Note is to be converted in part only, upon such delivery conversion Gabelli shall execute deliver to the Holder, at the expense of certificates formerly representing Gabelli, a new Note or Notes of like tenor in denominations of $1,000,000 xxd any integral multiple thereof and with an aggregate principal amount equal to the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion unconverted portion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records principal amount of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockthis Note.

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 (a) complete and manually sign the irrevocable conversion notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to 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 or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been 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 terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial conversion, the event Company shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an automatic 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 Series B Preferred Stock pursuant immediately preceding paragraph. Instead, upon a conversion of Notes, the Company will deliver to surrendering Holder only the consideration specified in Section 42.12. Delivery of cash and Common Shares, effective if any, upon a conversion of Notes will be deemed to satisfy the Company’s obligation to pay the principal of the Notes and any accrued and unpaid interest thereon. Accordingly, upon a conversion of 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 account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment will receive payment of interest payable on the Conversion corresponding Interest Payment Date notwithstanding the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders conversion of such shares 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 whether on or not the certificates representing such shares are surrendered prior to the Company or its transfer agent, and provided further that the Company shall not corresponding Interest Payment Date must be obligated to issue certificates evidencing the shares accompanied by payment of Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered an amount equal to the Company or its transfer agent, or the holder notifies the Company or its transfer agent interest that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory Holder is to the Company to indemnify the Company from any loss incurred by it in connection with receive on such certificates. The Company shall, as soon as practicable after Notes on such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaidInterest Payment Date; provided, however, that notwithstanding 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 Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the foregoingtime of conversion with respect to such 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 delivery of certificates formerly representing conversion unless the Series B Preferred Stock tax is due because the Holder requests the Net Shares to be issued or of agreement and indemnification in delivered to a Person other than the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificatedHolder, in which case the Company Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing Common Shares will not be issued or its transfer agent will make delivered unless all taxes and duties, if any, payable by the appropriate entries into the records Holder have been paid. A Holder of the Company and the Company Notes, as such, shall not be obligated entitled to issue any rights of a stock certificate for such shares holder of Common StockShares. Such Holder shall only acquire such rights upon the delivery by the Company, at its option, of Net Shares in accordance with the 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 any 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 other payment or adjustment for interest shall be made upon conversion of Notes.

Conversion Procedures. (a) In the event of an automatic Upon any conversion of the Series B Preferred Stock this Note pursuant to Section 43(a) above, effective at the close of business on outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date the outstanding shares of Series B Preferred Stock shall be converted automatically without into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any further action liens, claims and encumbrances, as is determined by dividing the outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the holders then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in 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 and whether or outstanding Principal Amount as has not the certificates representing such shares are surrendered been converted. The Holder shall not be required physically to surrender this Note to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic any conversion unless the certificates formerly evidencing such shares full outstanding Principal Amount of Series B Preferred Stock are either delivered to the Company this Note is being converted 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 certificatesrepaid. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company 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, reasonably satisfactory to the Holder and the Company, so as not be obligated to issue a stock certificate for require physical surrender of this Note upon each such shares conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of Common Stock.this Note is less than the Principal Axxxxx stated on the face of this Note, the Holder will not voluntarily transfer this Note at any time when no Event of

Conversion Procedures. Promptly following the Conversion Date or, if applicable, the Maturity Date, the Holder of this Note shall deliver to the Company this Note (a) In or, in lieu thereof, a lost security affidavit in the event of this Note shall have been lost or destroyed, together with an automatic conversion indemnity agreement reasonably satisfactory to the Company) to the Company at its principal office (or such other office or agency of the Series B Company as the Company may designate by notice in writing to the Holder), together with a statement of the name or names (with address) in which the certificate or certificates for the shares of Common Stock or, if applicable, Qualifying Preferred Stock pursuant shall be issued. Unless other arrangements have been made with the Holder, promptly following the Conversion Date or the Maturity Date, as applicable, and the compliance by the Holder with the requirements of the immediately preceding sentence, the Company shall issue and deliver, or cause to Section 4be issued and delivered, effective at to the Holder, registered in such name or names as the Holder may direct in writing, certificates representing the shares of Common Stock or, if applicable, the Qualifying Preferred Stock, into which this Note has been converted. The conversion shall be deemed to have been effected, as of the close of business on the Conversion Date or 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 agentMaturity Date, as applicable, and provided further that at such time, the Company rights of the Holder shall not be obligated cease with respect to issue certificates evidencing this Note, and the person or persons in whose name or names the shares of Common Stock or, if applicable, the Qualifying Preferred Stock, into which this Note has been converted shall be issuable upon such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered shall be deemed to the Company or its transfer agent, or have become the holder notifies the Company or its transfer agent that holders of record of 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; providedor, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificateif applicable, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Qualifying Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stock.

Conversion Procedures. Conversion of shares of the Series A Cumulative Convertible Preferred Shares may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at such other office or agency as may be directed by the Board of Directors, of the certificate or certificates for such shares of the Series A Cumulative Convertible Preferred Shares to be converted accompanied by a complete and manually signed Notice of Conversion (aattached 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 Section 7(c) funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion 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 issuance of an automatic shares of Voting Common Stock 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 payable in 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 of the Series B A Cumulative Convertible Preferred Stock pursuant Shares will be deemed to Section 4, effective at the close of business have been made on the date (the “Conversion Date the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of Date”) such shares and whether certificate or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall 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 lostsurrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, stolen, if any (or destroyed and executes an agreement satisfactory the demonstration to the Company 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 indemnify be delivered (i) certificates representing the Company from any loss incurred by it in connection with such certificates. The Company shallnumber of validly issued, as soon as practicable after such delivery, 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 agreement holder’s transferee) shall be entitled, and indemnification in (ii) if less than the case full number of a lost certificate, issue and deliver at such office to such holder shares of the Series B A Cumulative Convertible Preferred Stock, a 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 which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that receive the shares of Voting Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case treated for all purposes as having become the Company or its transfer agent will make the appropriate entries into the records record holder of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Voting Common StockStock at such time.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 9.3 and in paragraph 8 of the Series B Preferred 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 (the “Conversion Date”). As soon as practicable, but in no event later than the third Business Day following the determination of the Applicable Stock Price, 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 which shall be equal to (1) the aggregate original principal amount of the Notes to be converted divided by 1,000, multiplied by (2) the Conversion Rate rounded down to the nearest whole share, and cash in lieu of any fractional share determined pursuant to Section 49.4. Upon conversion, the Company may choose to deliver, in lieu of Common Stock, cash or a combination of cash and Common Stock as set forth in Section 9.18. The Person in whose name the certificate is registered shall only be treated as a stockholder of record on and after the 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding Business Day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to the Company any Common Stock except as provided in Section 9.8 or its transfer agentas otherwise provided in this Indenture. Except as provided in this paragraph, and provided further that the Company a converting Holder of Notes shall not be obligated entitled to issue certificates evidencing the shares of Common Stock issuable upon received any accrued and unpaid interest on any such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered Notes being converted. By delivery 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 soon as practicable after such delivery, or such agreement and indemnification in the case Holder of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for 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 preceding 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 (except in the case of Notes which have been called for redemption on a Redemption Date within such holder shall period) be entitled as aforesaidaccompanied 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, however, if the Company elects to redeem Notes on a date that notwithstanding is after the foregoingRegular Record Date but on or prior to the corresponding Interest Payment Date, upon and such Holder elects to convert those Notes, the Holder will not be required to pay the Company, at the time that Holder surrenders those Notes for conversion, the amount of interest such Holder will receive on the Interest Payment Date. 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 paid in full to the Holder thereof through delivery of certificates formerly representing the Series B Preferred Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of agreement cash and indemnification Common Stock in exchange for the case Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of a lost certificate, the Company may determine that the 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 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 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 accrued interest on any Note. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Series B Preferred Stock shall be uncertificatedNotes converted. Upon surrender of a Note that is converted in part, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and 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. 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 obligated surrendered to issue that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a stock certificate Purchase Notice or a Designated Event Purchase Notice with respect to a Note, may not surrender such Note for such shares of Common Stockconversion until the Purchase Notice or Designated Event Purchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 8.2.

Conversion Procedures. Promptly after the Effective Time, Pubco shall cause the Exchange Agent to mail to each holder of record (a) In the event of an automatic conversion as of the Series B Preferred Stock pursuant Effective Time) a certificate or certificates (the "Certificates") which immediately prior to Section 4, effective at the close of business on the Conversion Date the Effective Time represented outstanding shares of Series B Envirosystems Preferred Stock whose shares were converted into the right to receive shares of Pubco Common Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be converted automatically without any further action effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Pubco may reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Pubco Common Stock. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Pubco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such shares and whether or not the Certificates shall be entitled to receive in exchange therefore certificates representing such the number of whole shares are surrendered to of Pubco Common Stock into which their shares of Envirosystems Preferred Stock were converted at the Company or its transfer agentEffective Time in accordance with the Pubco Conversion Ratio, and provided further that the Company Certificates so surrendered shall not forthwith be obligated canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to issue certificates evidencing evidence only the ownership of the number of full shares of Pubco Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing into which such shares of Series B Envirosystems 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 shall 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 certificatesso converted. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or All certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Pubco Common Stock issued upon as a result of the conversion of the Series B Envirosystems Preferred Stock shall in the Merger will be uncertificated, held in which case the Company or its transfer agent will make Escrow Account and subject to release following the appropriate entries into the records expiration of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockPubco Lock-Up.

Conversion Procedures. Promptly after the Effective Time, Frosx Xxxxx xxxll cause the Exchange Agent to mail to each holder of record (a) In the event of an automatic conversion as of the Series B Preferred Stock pursuant Effective Time) a certificate or certificates (the "CERTIFICATES") which immediately prior to Section 4, effective at the close of business on the Conversion Date the Effective Time represented outstanding shares of Series B Preferred Gainxx Xxxxxxx Xxxmon Stock whose shares were converted into the right to receive shares of Frosx Xxxxx Xxxmon Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be converted automatically without any further action effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Frosx Xxxxx xxx reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Frosx Xxxxx Xxxmon Stock. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Frosx Xxxxx, xxgether with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such shares and whether or not the Certificates shall be entitled to receive in exchange therefor certificates representing such the number of whole shares are surrendered to of Frosx Xxxxx Xxxmon Stock into which their shares of Gainxx Xxxxxxx Xxxmon Stock were converted at the Company or its transfer agentEffective Time in accordance with the Conversion Ratio, and provided further that the Company Certificates so surrendered shall not forthwith be obligated canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to issue certificates evidencing evidence only the ownership of the number of full shares of Common Frosx Xxxxx Xxxmon Stock issuable upon such automatic conversion unless the certificates formerly evidencing into which such shares of Series B Preferred Gainxx Xxxxxxx Xxxmon Stock are either delivered shall have been so converted. All certificates issued as a result of the conversion of Gainxx Xxxxxxx Xxxmon Stock in the Merger representing Frosx Xxxxx Xxxmon Stock will bear restrictive legends to the Company or its transfer agent, or effect that the holder notifies the Company or its transfer agent that shares represented by such certificates have not been lost, stolen, or destroyed registered under the Securities Act and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it can only be transferred in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockcompliance therewith.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in paragraph 10 of the Series B Preferred Notes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 42.06(3). 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 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered 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 including accrued contingent interest with respect to the Company or its transfer agent, and provided further that the Company converted Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company or its transfer agentextent thereof, or first in exchange for interest accrued and unpaid through the holder notifies Conversion Date and accrued and unpaid contingent interest, and the Company or its transfer agent that balance, if any, of such certificates have been lost, stolen, or destroyed Fair Market Value of such Common Stock (and executes an agreement satisfactory any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the Company to indemnify provisions hereof. If a Holder converts more than one Note at the Company from any loss incurred by it in connection with such certificates. The Company shallsame time, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total Principal Amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Notes may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In All holders of record of shares of Preferred Stock shall be sent written notice of the event of an automatic Mandatory Conversion Date and the place designated for mandatory conversion of the Series B all such shares of Preferred Stock pursuant to Section 45. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Date. All rights with respect to the Preferred Stock converted pursuant to Section 5 will terminate at the Mandatory Conversion Date. As soon as practicable after the Mandatory Conversion Date for Preferred Stock, effective at the Corporation shall issue and deliver to such Holder, or to his, her or its nominees, the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Section 8 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion, and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly. 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 Mandatory Conversion Date Date. In the outstanding shares event that a Holder of Series B Preferred Stock shall be converted automatically without any further action not by written notice designate 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 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 name in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of which shares of Common Stock to which be issued upon conversion of such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock should be registered or of agreement and indemnification in the case of a lost certificate, address to which the Company may determine that the certificate or certificates representing such shares of Common Stock issued upon should be sent, the conversion Corporation shall be entitled to register and deliver such shares in the name of the Series B Holder of such Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into as shown on the records of the Company Corporation and the Company shall not be obligated to issue a stock send such certificate for or certificates representing such shares of Common StockStock to the address of such Holder shown on the records of the Corporation.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 7.02 and in paragraph 10 of the Series B Preferred Notes. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 47.03. 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 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 Conversion Date the outstanding shares of Series B Preferred Stock 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, including accrued Contingent Interest, if any, with respect to the converted automatically without any further action by Notes shall not be canceled, extinguished or forfeited but rather shall be deemed to be paid in full to the holders Holder thereof through delivery of the Common Stock (together 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 and whether or not the certificates representing of Common Stock (together with any such shares are surrendered cash payment in lieu of fractional shares) shall be treated as issued, to the Company or its transfer agentextent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and accrued and unpaid Contingent Interest, and provided further that the Company balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall not be obligated treated as issued in exchange for the principal amount of the Notes being converted pursuant to issue certificates evidencing the shares provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any holders of Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered thereof will continue to be entitled to receive Liquidated Damages to the Company or its transfer agentextent provided under, or and in accordance with the holder notifies provisions of, the Company or its transfer agent that such certificates have been lostRegistration Rights Agreement. If a Holder converts more than one Note at the same time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total principal amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Notes may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In To convert a CZARS a Holder must satisfy the event of an automatic conversion requirements in paragraph 10 of the Series B Preferred CZARS. The date on which the Holder of CZARS satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 42.06(3). 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 a CZARS 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 CZARS shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a CZARS, such Person shall no longer be a Holder of such CZARS. 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. On conversion of a CZARS, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option pursuant to Section 2.09) attributable to the period from the Issue Date of the CZARS to 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 (except as provided below) accrued contingent interest with respect to the Company or its transfer agent, and provided further that the Company converted CZARS shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) in exchange for the CZARS being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company extent thereof, first in exchange for Original Issue Discount (or its transfer agentinterest, or the holder notifies if the Company or has exercised its transfer agent that option provided for in Section 2.09) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such certificates have been lost, stolen, or destroyed fair market value of such Common Stock (and executes an agreement satisfactory any such cash payment) shall be treated as issued in exchange for the Issue Price of the CZARS being converted pursuant to the Company to indemnify provisions hereof. If a Holder converts more than one CZARS at the Company from any loss incurred by it in connection with such certificates. The Company shallsame time, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total original Principal Amount at Final Maturity of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case CZARS converted. Upon surrender of a lost certificateCZARS that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion Authenticating Agent shall authenticate and deliver to the Holder, a new CZARS in an authorized denomination equal in Principal Amount at Final Maturity to the unconverted portion of the Series B Preferred Stock shall CZARS surrendered. If the last day on which a CZARS may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make CZARS may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 9.2 and in paragraph 8 of the Series B Preferred 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, if required, and pay any transfer or similar tax, if required, is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 49.3. Upon conversion, the Company may choose to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock as set forth in Section 9.16. 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 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest, if any, with respect to the Company or its transfer agent, and provided further that the Company converted Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or 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 cash or 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 such automatic conversion unless thereof will continue to be entitled to receive Liquidated Damages in accordance with the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered to Registration Rights Agreement. If a Holder converts more than one Note at the Company or its transfer agentsame time, 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total principal amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted 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 Change in which case Control Purchase Notice with respect to a Note, may not surrender such Note for conversion until the Company or its transfer agent will make Change in Control Purchase Notice has been withdrawn in accordance with the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockprocedures set forth in Section 8.2.

Conversion Procedures. (a) In the event of an automatic The conversion of the Series B Preferred shares of Class B-1 Non-Voting Stock pursuant to this Section 4(a)(viii) may be effected by any Class B-1 Holder upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, effective as may be designated by the Board and identified to the Class B-1 Holders in writing upon such designation, of the certificate for such shares of Class B-1 Non-Voting Stock to be converted accompanied by a written notice stating that such Class B-1 Holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section (a)(viii) and specifying the name or names in which such Class B-1 Holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such Class B-1 Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock upon conversion of Class B-1 Non-Voting Stock pursuant hereto. As promptly as practical, and in any event within three (3) Business Days (or fifteen (15) calendar days if physical delivery of any certificate is involved) after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the converting Class B-1 Holder (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such Class B-1 Holder shall be entitled, and (ii) if less than the full number of shares of Class B-1 Non-Voting Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Class B-1 Non-Voting Stock evidenced by such surrendered certificate or certificates less the number of shares of Class B-1 Non-Voting Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the “Conversion Date Date”) of the outstanding giving of such notice by the Class B-1 Holder to be converted and of such surrender of the certificate or certificates representing the shares of Series B Preferred Class B-1 Non-Voting Stock shall to be converted automatically without any further action by the holders so that as of such time the rights of the Class B-1 Holder thereof as to the shares and whether or not being converted shall cease, except for the right to receive certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless in accordance herewith, and the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered Class B-1 Holder entitled 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that receive the shares of Common Stock issued upon the as a result of such conversion of the Series B Preferred Stock shall be uncertificated, in which case treated for all purposes as having become the Company or its transfer agent will make the appropriate entries into the records holder of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockStock at such time.

Conversion Procedures. (a) In the event Any holder of an automatic conversion of the Series B Preferred Stock pursuant to Section 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 desiring to convert such shares and whether shall surrender the certificate or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates formerly evidencing for such shares of Series B Preferred Stock are either delivered at the Corporation’s principal office, which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Company Corporation or its transfer agentin blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder notifies elects so to convert such shares of Series B Preferred Stock and specifying the Company name or its transfer agent that names (with address) in which a certificate or certificates for Common Stock are to be issued. Following such conversion of the shares of Series B Preferred Stock described above, certificates that, until such conversion, represented Series B Preferred Stock (“Former Series B Certificates”) shall thereafter represent solely the right to receive the securities and/or other property to which the holders of such certificates have been lostbecame entitled upon such conversion. However, stolen, such holders shall not be entitled to certificates representing any such securities or destroyed and executes an agreement satisfactory to receive any such other property except upon surrender of such Former Series B Certificates at the Company to indemnify the Company from any loss incurred by it in connection with such certificatesCorporation’s principal office. The Company shallCorporation will, as soon as practicable after receipt of certificates for Series B Preferred Stock accompanied by any required written notice and compliance with any other conditions herein contained, deliver to the person for whose account such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder shares of Series B Preferred StockStock were so surrendered, a certificate or to such person’s nominee or nominees, certificates for the number of full shares of Common Stock to which such holder person shall be entitled as aforesaid. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock deliverable upon conversion of such Series B Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that notwithstanding the foregoing, upon such delivery Corporation shall not be required to convert any shares of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in while the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion stock transfer books of the Corporation are closed for any purpose, but the surrender of Series B 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 date of such reopening, and the conversion shall be uncertificated, at the conversion rate in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for effect on such shares of Common Stockdate.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 7.02 and in paragraph 10 of the Notes. The later of (a) In the date on which the Holder satisfies all those requirements with respect to any Notes held by such Holder and (b) the Determination Date with respect to such conversion is referred to herein as the "Conversion Date." As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to such Holder, through the Conversion Agent, the Principal Return, a certificate for (or a book-entry transfer through the Depositary of) the number of an automatic conversion Net Shares issuable upon the conversion, and cash in lieu of the Series B Preferred Stock any fractional Net Share, determined pursuant to Section 47.03. The Person in whose name any such shares of Common Stock are registered shall be treated as a stockholder of record on and after the 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 any 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 Conversion Date, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes by a Holder, 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, including accrued Contingent Interest, if any, 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 Principal Return and the Net Shares, if any (together with the cash payment, if any, in lieu of any fractional Net Shares), with respect to such Notes in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of any Net Shares (together with any such cash payment in lieu of any fractional Net Share) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and accrued and unpaid Contingent Interest, [and the outstanding shares balance, if any, of Series B Preferred Stock such Fair Market Value of such Net Shares (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Notes being converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered pursuant to the Company or its transfer agentprovisions hereof]. If a Holder converts more than one Note at the same time, the Principal Return and provided further the number of Net Shares issuable upon the conversion 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 not be obligated to issue certificates evidencing execute, and the shares of Common Stock issuable upon such automatic conversion unless Trustee or the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered Authenticating Agent shall authenticate and deliver to the Company or its transfer agentHolder, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes a new Note in an agreement satisfactory authorized denomination equal in principal amount to the Company to indemnify unconverted portion of the Company from any loss incurred by it Note surrendered. If the last day on which Notes may be converted is a legal holiday in connection with such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, place where a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificateConversion Agent is located, the Company Notes may determine be surrendered to that Conversion Agent on the shares of Common Stock issued upon the conversion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In If the event of an automatic Holder elects to exercise its conversion right, the Holder shall surrender this Note at the principal executive offices of the Series B Preferred Stock pursuant to Section 4Company (which, effective at if the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock Company shall so require, 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 duly endorsed to the Company or its in blank, or be accompanied by proper instruments of transfer agentto the Company or in blank), accompanied by irrevocable written notice to the Company and provided further the Parent to the effect that the Company Holder elects so to convert this Note (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). If the certificates formerly evidencing Company elects to exercise its conversion right, the Company shall send a written notice to the Holder setting forth the procedure for such shares conversion. The Company may require the Holder to surrender this Note at the executive offices of Series B Preferred Stock are either delivered the Company (which, if the Company shall so require, shall be duly endorsed to the Company or its transfer agentin blank, or the holder notifies be accompanied by proper instruments of transfer to the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to in blank). The Holder shall notify the Company and the Parent of the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to indemnify the Company from any loss incurred by it in be issued upon such conversion are to be issued. In connection with such certificates. The any conversion of the Note, the Company shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery together with a cash adjustment in respect of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case any fraction of a lost certificate, the Company may determine that the shares share of Common Stock issued as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, if later, the date of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon the conversion of the Series B Preferred Stock this Note shall be uncertificated, in which case treated for all purposes as the Company record holder or its transfer agent will make the appropriate entries into the records holders of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockStock on such date.

Conversion Procedures. The Common Shares (aor other shares, securities or property) In into which the event outstanding shares of an automatic Series C Preferred Stock are convertible as computed in this Subsection 9(d)(iii) shall, promptly after delivery to the Corporation of written notice of any conversion election, or promptly after the occurrence of any Automatic Conversion Event, and upon surrender to the Corporation of the certificates representing the Series B C Preferred Stock pursuant to Section 4be converted, effective duly endorsed in blank or accompanied by signed instruments appropriate for transfer, be issued and delivered as soon as practicable to the holders of Series C Preferred Stock in due and proper form, and shall be fully paid and nonassessable; as to any portion of the shares so surrendered which are not subject to such conversion election, the Corporation shall promptly issue to the holder thereof a certificate in due and proper form representing the shares of Series C Preferred Stock which have not been so converted. Conversion shall be deemed to have been made at the close of business on the date the holder gave notice to the Corporation, or on the date that the Corporation's Board of Directors elected to declare an Automatic Conversion Date Event, irrespective of the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders date on which such surrender or issuance may occur, and as 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 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 soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which election date each such holder shall be entitled as aforesaid; provideddeemed to have become the record holder of such respective number of Common Shares (or other shares, howeversecurities or property), that notwithstanding the foregoing, upon such delivery of certificates formerly representing and the Series B C Preferred Stock so converted shall be deemed forthwith cancelled and shall not thereafter be deemed authorized or of agreement and indemnification subject to reissuance. No adjustment shall be made in the case number of a lost certificateCommon Shares issuable upon conversion to reflect declared, but unpaid, dividends on Series C Preferred Stock, but such dividends for which the Company may determine that payment date has passed shall be paid in cash as of the date of conversion of the shares of Series C Preferred Stock as to which they are owing. The Corporation shall not be required to issue any fraction of Common Stock issued Shares upon conversion of Series C Preferred Stock; if any fraction of Common Shares would, except for the foregoing clause, be issuable to any holder on the conversion of Series C Preferred Stock, the Corporation shall pay to each holder of such converted Series B C Preferred Stock shall be uncertificated, an amount in which case cash equal to the Company or its transfer agent will make the appropriate entries into the records then current fair market value of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockfractional interest.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 10.02 and in paragraph 8 of the Series B Preferred 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, if required, and pay any transfer or similar tax, if required, is the conversion date (the "CONVERSION DATE"). As soon as practicable, but in no event 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 410.03. Upon conversion, the Company may choose to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock as set forth in Section 10.16. 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 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 10.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest, if any, with respect to the Company or its transfer agent, and provided further that the Company converted Notes shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company 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 cash or its transfer agent, or Common Stock (and any such cash payment) shall be treated as issued in exchange for the holder notifies principal amount of the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory Notes being converted pursuant to the Company to indemnify the Company from any loss incurred by it in connection with such certificatesprovisions hereof. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case On completion of a lost certificateconversion, issue the Conversion Agent will notify the Trustee as to any Notes converted and deliver therefore no longer outstanding under the Indenture. If a Holder converts more than one Note at such office to such holder of Series B Preferred Stockthe same time, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total principal amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Notes converted. Upon surrender of a lost certificateNote that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted 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 Change in which case Control Purchase Notice with respect to a Note, may not surrender such Note for conversion until the Company or its transfer agent will make Change in Control Purchase Notice has been withdrawn in accordance with the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockprocedures set forth in Section 6.02.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 9.2 and in paragraph 8 of the Series B Preferred 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, if required, and pay any transfer or similar tax, if required, is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, cash or a combination of cash and shares of Common Stock pursuant as set forth in Section 9.16 and cash in lieu of any fractional share determined by Section 9.3. 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 Notes on any date when the stock transfer books of the Company shall be closed shall be effective to Section 4constitute 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 Date Rate in effect on the outstanding 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 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest, if any, 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 cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash shall be treated as issued, to the extent thereof, first in exchange for the principal amount of the Notes being converted pursuant to the provisions hereof and the balance, if any, of such cash or the Fair Market Value of such shares of Series B Preferred Common Stock shall be converted automatically without treated as issued in exchange for interest accrued and unpaid through the Conversion Date. Notwithstanding conversion of any further action by Notes, the holders Holders of such shares the Notes and whether any Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages in accordance with the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the cash or not the certificates representing such shares are surrendered to the Company or its transfer agent, combination of cash and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic the conversion unless shall be based on the certificates formerly evidencing such shares total principal amount 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 certificatesNotes converted. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case Upon surrender of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided, however, Note that notwithstanding the foregoing, upon such delivery of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification is converted in the case of a lost certificatepart, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 Series B Preferred Stock shall Note surrendered. If the last day on which Notes may be uncertificatedconverted 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 Change in which case Control Purchase Notice with respect to a Note, may not surrender such Note for conversion until the Company or its transfer agent will make Change in Control Purchase Notice has been withdrawn in accordance with the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockprocedures set forth in Section 8.2.”

Conversion Procedures. (a) In To convert Securities, a Holder must satisfy the event of an automatic conversion requirements in paragraph 8 of the Series B Preferred Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event 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 412.1(c). 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 Securities 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders Conversion Price in effect on the date that such Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon completion of conversion of Securities, such Person shall no longer be a Holder of such shares and whether Securities. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.2 or as otherwise provided in this Indenture. On conversion of Securities, that portion of accrued interest including accrued Contingent Interest with respect to the Company or its transfer agent, and provided further that the Company converted Securities shall not be obligated canceled, extinguished or forfeited, but rather shall be deemed to issue certificates evidencing 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) in exchange for the Securities being converted pursuant to the provisions hereof, 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) of such shares of Common Stock issuable upon (together with any such automatic conversion unless the certificates formerly evidencing such shares cash payment in lieu of Series B Preferred Stock are either delivered fractional shares) shall be treated as issued, to the Company or its transfer agentextent thereof, or first in exchange for interest accrued and unpaid through the holder notifies Conversion Date and any Contingent Interest, and the balance, if any, of such Fair Market Value (determined as aforesaid) of 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 and any Additional Amounts in respect of a Security if the Company or calls such Security for redemption and such Holder converts its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory Security prior to the Company to indemnify Redemption Date. If a Holder converts more than one Security at the Company from any loss incurred by it in connection with such certificates. The Company shallsame time, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder issuable upon the conversion shall be entitled as aforesaid; provided, however, that notwithstanding based on the foregoing, upon such delivery total principal amount of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case Securities converted. Upon surrender of a lost certificateSecurity that is converted in part, the Company may determine that shall execute, and the shares of Common Stock issued upon Trustee or the conversion 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 the Series B Preferred Stock shall Security surrendered. If the last day on which Securities may be uncertificatedconverted is a legal holiday in a place where a Conversion Agent is located, in which case the Company or its transfer agent will make Securities may be surrendered to that Conversion Agent on the appropriate entries into the records of the Company and the Company shall next succeeding day that it is not be obligated to issue a stock certificate for such shares of Common Stocklegal holiday.

Conversion Procedures. (a) In To convert Notes, a Holder must satisfy the event of an automatic conversion requirements in this Section 9.3 and in paragraph 10 of the Series B Preferred 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 (the “Conversion Date”). As soon as practicable, but in no event later than the third Business Day following the determination of the Applicable Stock Price, 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 which shall be equal to (1) the aggregate original principal amount of the Notes to be converted divided by 1,000, multiplied by (2) the Conversion Rate rounded down to the nearest whole share, and cash in lieu of any fractional share determined pursuant to Section 49.4. Upon conversion, the Company may choose to deliver, in lieu of Common Stock, cash or a combination of cash and Common Stock as set forth in Section 9.18. The Person in whose name the certificate is registered shall only be treated as a stockholder of record on and after the 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 Conversion Date the outstanding shares of Series B Preferred Stock next succeeding Business Day on which such stock transfer books are open; such conversion shall be converted automatically without any further action by at the holders 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 shares and whether Notes. No payment or not the certificates representing such shares are surrendered adjustment shall be made for dividends on or other distributions with respect to the Company any Common Stock except as provided in Section 9.8 or its transfer agentas otherwise provided in this Indenture. Except as provided in this paragraph, and provided further that the Company a converting Holder of Notes shall not be obligated entitled to issue certificates evidencing the shares of Common Stock issuable upon received any accrued and unpaid cash interest (including Contingent Interest) on any such automatic conversion unless the certificates formerly evidencing such shares of Series B Preferred Stock are either delivered Notes being converted. By delivery 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 soon as practicable after such delivery, or such agreement and indemnification in the case Holder of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a certificate or certificates for 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 cash interest (including Contingent Interest) on such Notes will be deemed to have been paid in full. If any Conversion Date occurs subsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Notes at the close of business New York City time on any Regular Record Date shall receive the cash interest (including Contingent Interest) payable on such Note on such Interest Payment Date notwithstanding the conversion thereof. Notes surrendered for conversion during the period from the close of business New York City time on any Regular Record Date (except in the case of Notes which have been called for redemption on a Redemption Date within such holder period) shall be entitled as aforesaidaccompanied by payment from converting Holders, for the account of the Company, in New York Clearing House funds, of an amount equal to the interest (including Contingent Interest) payable on such Interest Payment Date on the Notes being surrendered for conversion; provided, however, if the Company elects to redeem Notes on a date that notwithstanding is after the foregoingRegular Record Date but on or prior to the corresponding Interest Payment Date, upon and such Holder elects to convert those Notes, the Holder will not be required to pay the Company, at the time that Holder surrenders those Notes for conversion, the amount of cash interest (including Contingent Interest) such Holder will receive on the Interest Payment Date. Upon conversion of Notes, that portion of accrued but unpaid cash interest, if any, (including Contingent Interest, if any) 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 certificates formerly representing the Series B Preferred Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of agreement cash and indemnification Common Stock in exchange for the case Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of a lost certificate, the Company may determine that the 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 cash interest (including Contingent 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. The Company will not adjust the Conversion Rate to account for accrued cash interest (including Contingent Interest) on any Note. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Series B Preferred Stock shall be uncertificatedNotes converted. Upon surrender of a Note that is converted in part, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and 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. 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 obligated surrendered to issue that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a stock certificate Repurchase Notice or a Fundamental Change Repurchase Notice with respect to a Note, may not surrender such Note for such shares of Common Stockconversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 8.2.

Conversion Procedures. (a) In order to exercise the event of an automatic conversion of right, the Series B Preferred Stock pursuant to Section 4, effective Holder shall surrender this Note at the close principal executive offices of business on the Conversion Date the outstanding shares of Series B Preferred Stock Gabelli (which, if Gabelli shall so require, shall be converted automatically without any further action duly endorsed to Gabelli or in blank, or be accompanied by the holders proper instruments of such shares and whether transfer to Gabelli or not the certificates representing such shares are surrendered in blank), accompanied by irrevocable written notice to Gabelli to the Company or its transfer agent, and provided further effect that the Company 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 (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the certificates formerly evidencing such Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Series B Preferred Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that issued upon 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 certificatesconversion. The Company Gabelli shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; , together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, howeverif later, that notwithstanding the foregoingdate of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If this Note is to be converted in part only, upon such delivery conversion Gabelli shall execute deliver to the Holder, at the expense of certificates formerly representing Xxxxxxx, 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 Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion unconverted portion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records principal amount of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockthis Note.

Conversion Procedures. (ai) In the event of an automatic Each conversion of Notes into shares of capital stock of the Series B Preferred Stock pursuant Company shall be effected by the surrender of the certificate or certificates representing the Notes to Section 4be converted (the "Converting Notes") at the principal office of the Company (or such other office or agency of the Company as the Company may designate by written notice to the holders of such class of capital stock) at any time during its usual business hours, together with written notice by the Holder, stating that the Holder desires to convert the Converting Notes, or a stated amount of the Note represented by such certificate or certificates, into the number of shares of the class into which such Notes may be converted (the "Converted Shares"). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued and shall include instructions for the delivery thereof. The Holder may make any such notice of conversion, whether such conversion is in connection with a Sale of the Company or otherwise, conditional upon the happening of any event or the passage of such time as is specified by the Holder in such conversion notice, and may rescind any notice of conversion prior to the effective at time thereof specified in any such notice. Promptly after such surrender and the receipt of such written notice of conversion, the Company will issue and deliver in accordance with the Holder's instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Company will deliver to the Holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or certificates) representing any portion of the Note which was represented by the certificate or certificates that were delivered to the Company in connection with such conversion, but which were not converted. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock date on which such certificate or certificates shall be converted automatically without any further action have been surrendered and such notice shall have been received by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agentCompany, and provided further that at such time the Company shall not be obligated to issue certificates evidencing the shares rights 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 of 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, Converting Notes as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B Preferred Stock, a shall cease and the person or persons in whose name or names the certificate or certificates for the number Converted Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Shares. Upon issuance of shares of Common Stock to which in accordance with this Section, such holder Converted Shares shall be entitled as aforesaid; provideddeemed to be duly authorized, howevervalidly issued, that notwithstanding fully paid and non-assessable, with no personal liability attaching to the foregoingownership thereof and free from all taxes, upon such delivery of certificates formerly representing the Series B Preferred Stock liens or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion charges with respect thereto due to any action of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockCompany.

Conversion Procedures. (a) In order to exercise the event of an automatic conversion of right, the Series B Preferred Stock pursuant to Section 4, effective Holder shall surrender this Note at the close principal executive offices of business on the Conversion Date the outstanding shares of Series B Preferred Stock Gabelli (which, if Gabelli shall so require, shall be converted automatically without any further action duly endorsed to Gabelli or in blank, or be accompanied by the holders proper instruments of such shares and whether transfer to Gabelli or not the certificates representing such shares are surrendered in blank), accompanied by irrevocable written notice to Gabelli to the Company or its transfer agent, and provided further effect that the Company 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 (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the certificates formerly evidencing such Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Series B Preferred Common Stock are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that issued upon 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 certificatesconversion. The Company Gabelli shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; , together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, howeverif later, that notwithstanding the foregoingdate of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If this Note is to be converted in part only, upon such delivery conversion Gabelli shall execute deliver to the Holder, at the expense of certificates formerly representing Gabelli, a new Note or Notes of like tenor in denominations of $0,000,000 and any integral multiple thereof and with an aggregate principal amount equal to the Series B Preferred Stock or of agreement and indemnification in the case of a lost certificate, the Company may determine that the shares of Common Stock issued upon the conversion unconverted portion of the Series B Preferred Stock shall be uncertificated, in which case the Company or its transfer agent will make the appropriate entries into the records principal amount of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common Stockthis Note.

Conversion Procedures. (a) In If the event of an automatic Holder elects to exercise its conversion -------------------------- right, the Holder shall surrender this Note at the principal executive offices of the Series B Preferred Stock pursuant to Section 4Company (which, effective at if the close of business on the Conversion Date the outstanding shares of Series B Preferred Stock Company shall so require, 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 duly endorsed to the Company or its in blank, or be accompanied by proper instruments of transfer agentto the Company or in blank), accompanied by irrevocable written notice to the Company and provided further the Parent to the effect that the Company Holder elects so to convert this Note (which notice shall not be obligated to issue specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock issuable to be issued upon such automatic conversion unless are to be issued). If the certificates formerly evidencing Company elects to exercise its conversion right, the Company shall send a written notice to the Holder setting forth the procedure for such shares conversion. The Company may require the Holder to surrender this Note at the executive offices of Series B Preferred Stock are either delivered the Company (which, if the Company shall so require, shall be duly endorsed to the Company or its transfer agentin blank, or the holder notifies be accompanied by proper instruments of transfer to the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to in blank). The Holder shall notify the Company and the Parent of the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to indemnify the Company from any loss incurred by it in be issued upon such conversion are to be issued. In connection with such certificates. The any conversion of the Note, the Company shall, as soon as practicable after such deliverythe surrender of this Note at the office referred to above and compliance with the other conditions herein contained, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office office, to such holder the person or persons entitled thereto (as specified in the applicable written notice of Series B Preferred Stockconversion), a certificate or certificates for evidencing the number of full shares of Common Stock to which such holder person or persons shall be entitled as aforesaid; provided, however, that notwithstanding the foregoing, upon such delivery together with a cash adjustment in respect of certificates formerly representing the Series B Preferred Stock or of agreement and indemnification in the case any fraction of a lost certificate, the Company may determine that the shares share of Common Stock issued as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, if later, the date of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon the conversion of the Series B Preferred Stock this Note shall be uncertificated, in which case treated for all purposes as the Company record holder or its transfer agent will make the appropriate entries into the records holders of the Company and the Company shall not be obligated to issue a stock certificate for such shares of Common StockStock on such date.