Common use of Optional Conversion Clause in Contracts

Optional Conversion. The Holder may convert any Conversion Amount into shares of Common Stock on any Conversion Date by (A) transmitting by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notes, surrendering the Notes to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and (ii) the method by which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06. If Definitive Notes are physically surrendered for conversion and the outstanding principal amount of the Notes (together with any accrued and unpaid interest thereon) is greater than the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in each case at its own expense, issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note representing the outstanding principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(ii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail email (by attachment in PDF format) a notice addressed confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Agent confirming (i) Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Notice and (ii) the method by Shares to which the Company intends Holder shall be entitled to satisfy the Holder’s or its Conversion Obligation in accordance designee’s balance account with Section 4.06DTC through its Deposit/Withdrawal as Custodian system. If Definitive Notes are the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three five Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionCompany.”

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Lender shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York Eastern Standard Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I B (the “Conversion Notice”) to the Company Borrower and (B) (i) if the Notes are Definitive Notesrequired by Section 6(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company Borrower as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business Day following the date of receipt of a Conversion Notice, the Company The Borrower shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) confirmation of receipt of such Conversion Notice to the Lender and the Borrower’s transfer agent, (ii) the method by “Transfer Agent”). The Transfer Agent shall issue and deliver to the address as specified in the Conversion Notice, a certificate or certificates, registered in the name of the Lender or its designee, for the number of shares of Common Stock to which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06Lender shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 6(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable after, and in no event later than three ten (10) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 14(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section ‎(3)(b)(iii), surrendering the Notes surrender this Note to a reputable common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking reasonably satisfactory to the Company with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall transmit by facsimile or electronic mail a notice addressed (X) if legends are not required to be placed on book-entry registrations of Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Agent confirming (i) receipt Notice, a book-entry registrations, registered in the name of such Conversion Notice and (ii) the method by Holder or its designee, for the number of Common Shares to which the Company intends Holder shall be entitled which Common Shares shall bear a restrictive legend unless not required pursuant to satisfy its Conversion Obligation in accordance with Section 4.06rules and regulations of the Commission. If Definitive Notes are this Note is physically surrendered for conversion and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, holder a new Definitive Note representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Shares upon the Conversion Date. In the event transmission of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionNotice.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (i) if the Notes are Definitive Notes3)(b)(iii), surrendering the Notes surrender this Note to a reputable common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking reasonably satisfactory to the Company with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall transmit by facsimile or electronic mail a notice addressed (X) if legends are not required to be placed on book-entry registrations of Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Agent confirming (i) receipt Notice, a book-entry registrations, registered in the name of such Conversion Notice and (ii) the method by Holder or its designee, for the number of Common Shares to which the Company intends Holder shall be entitled which Common Shares shall bear a restrictive legend unless not required pursuant to satisfy its Conversion Obligation in accordance with Section 4.06rules and regulations of the Commission. If Definitive Notes are this Note is physically surrendered for conversion and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, holder a new Definitive Note representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on Shares upon the Conversion Date. In the event transmission of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionNotice.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date by Date"), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company's transfer agent (ithe "Transfer Agent"). On or before the third (3rd) Trading Day following the date of receipt of such a Conversion Notice (the "Share Delivery Date"), the Company shall (x) provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program and (ii) the method Conversion Shares are either registered for issuance or resale by the Holder or eligible for immediate resale by the Holder under Rule 144, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder's or its designee's balance account with DTC through its Deposit Withdrawal At Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion , irrespective of the Notes pursuant hereto or date such Conversion Shares are credited to the terms Holder's account with DTC or the date of delivery of the Notecertificates evidencing such Conversion Shares, as the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversioncase may be.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes deliver this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third close of the business on the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (i) the “Transfer Agent”). On or before the second Business Day following the date of receipt of such a Conversion Notice (the “Share Delivery Date”), the Company’s transfer agent shall issue and (ii) deliver to the method by address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Conversion Amount Principal being converted, then the Company shall as soon as practicable after, and in no event later than three Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, Holder a new Definitive Note representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York Time, on such date, a copy of an a duly executed and completed notice of conversion in good order in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking in form and substance reasonably acceptable to the Company with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (i) the “Transfer Agent”). On or before the third Business Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (X) the method by credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with Depository Trust Company intends (“DTC”) through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver to satisfy the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its Conversion Obligation in accordance with Section 4.06designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 19(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if required by Section 6(c)(ii), cause the Notes are Definitive Notes, surrendering the Notes Note to a reputable common carrier for delivery be delivered to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converteddate. On or before 4:00 p.m., New York Time, on the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) confirmation of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (iithe “Transfer Agent”). On or before 4:00 p.m., New York Time, on the third (3rd) Business Day following the method by date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06Holder shall be entitled. If Definitive Notes are the Note is physically surrendered for conversion as required by Section 6(c)(ii) and the outstanding principal amount of the Notes (together with any accrued and unpaid interest thereon) Note is greater than the principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, Holder a new Definitive Note representing the outstanding principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person person or Persons persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 6:00 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 7.3.3), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (ithe “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of such a Conversion Notice (the “Share Delivery Date”), the Company shall (1)(x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled and (ii2) pay to the method Holder in cash, by which wire transfer of immediately available funds, an amount equal to the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06Make-Whole Amount. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 7.3.3 and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 6.1) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion , irrespective of the Notes pursuant hereto or date such Conversion Shares are credited to the terms Holder’s account with DTC or the date of delivery of the Notecertificates evidencing such Conversion Shares, as the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversioncase may be.

Optional Conversion. The Holder may To convert (an "OPTIONAL CONVERSION") any Conversion Amount into shares of Common Stock on any Conversion Date by date (a "CONVERSION DATE"), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit EXHIBIT I (the “Conversion Notice”"CONVERSION NOTICE") to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company's transfer agent (ithe "TRANSFER AGENT"). On or before the second (2nd) Business Day following the date of receipt of such a Conversion Notice (the "SHARE DELIVERY DATE"), the Company shall (A) (X) provided the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and the shares of Common Stock issuable upon conversion are registered for resale or are exempt from registration, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled and (iiB) pay to the method by which Holder in cash an amount equal to the Company intends to satisfy its Conversion Obligation applicable Pro Rata Amount for the Holder that is released from the Cash Collateral Account in accordance connection with Section 4.06such conversion. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 20(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(ii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail email (by attachment in PDF format) a notice addressed confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Agent confirming (i) Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the fifth Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Notice and (ii) the method by Shares to which the Company intends Holder shall be entitled to satisfy the Holder’s or its Conversion Obligation in accordance designee’s balance account with Section 4.06DTC through its Deposit/Withdrawal as Custodian system. If Definitive Notes are the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three five Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall deliver (A) transmitting by facsimile or whether via facsimile, electronic mail (or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and Company. If required by Section 33(c)(iii), within three (B3) (i) if Trading Days following a conversion of this Note as aforesaid, the Notes are Definitive Notes, surrendering the Notes Holder shall surrender this Note to a reputable common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destructiondestruction as contemplated by Section 19(b), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the second (i2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in The DTC Fast Automated Securities Transfer Program, credit such Conversion Notice and (ii) the method by aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue (and on such date mail the certificate for delivery (via reputable overnight courier) to the address as specified in the Conversion Obligation Notice), a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three Business (3) Trading Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder (or its designee) a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 19(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes this Note pursuant hereto or to the terms of the Notehereto, the Conversion Amount Principal amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant Installment Amount(s) relating to the terms of this Indenture and such Note following such partial conversionInstallment Date(s) as set forth in the applicable Conversion Notice.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New York TimeDallas, TX time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes cause this Note to a reputable common carrier for delivery be delivered to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converteddate. On or before 4:00 p.m., Dallas, TX time, on the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) confirmation of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (iithe “Transfer Agent”). On or before 4:00 p.m., Dallas, TX time, on the third (3rd) Business Day following the method by date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, cause the Transfer Agent to credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian (“DWAC”) system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if the Holder otherwise requests, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the IndentureSection 13(d)), and the Company shall deliver to the Holder, a new Definitive Note representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (ithe “Transfer Agent”). On or before the second (2nd) Trading Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (X) provided that the method by Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three Business (3) Trading Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 18(c)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I A (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 4(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the third (i3rd) Business Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall, (x) provided that the method by Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Common Shares to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or, (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address of the Holder as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 4(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, holder a new Definitive Note representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of the Notes this Note pursuant hereto or to the terms of the Notehereto, the Conversion Amount principal amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionPrincipal.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date by Date"), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company's transfer agent (ithe "Transfer Agent"). On or before the third (3rd) Trading Day following the date of receipt of such a Conversion Notice and (iithe "Share Delivery Date"), the Company shall (X) provided that the method by Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 16(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may convert any Conversion Amount into shares of Common Stock on any Conversion Date by (A) transmitting by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notes, surrendering the Notes to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and (ii) the method by which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06. If Definitive Notes are physically surrendered for conversion and the outstanding principal amount of the Notes (together with any accrued and unpaid interest thereon) is greater than the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in each case at its own expense, issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note representing the outstanding principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.Conversion

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes deliver this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third close of the business on first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (i) the “Transfer Agent”). On or before the second Business Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (X) the method by credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with Depository Trust Company intends (“DTC”) through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to satisfy the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its Conversion Obligation in accordance with Section 4.06designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 20(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of each Note as Exhibit I (the “Conversion Notice”) to the Company Borrower and the Borrower’s transfer agent and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender such Note to a reputable common carrier for delivery to the Company Borrower as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company Borrower shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming transfer agent. On or before the third (i3rd) Trading Day following the date of receipt of such a Conversion Notice (the “Share Delivery Date”), the Borrower shall (x) upon a sale of any Conversion Shares under Rule 144 or the date the SEC declares effective a registration statement covering any Conversion Shares, and (ii) provided that the method by Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled, to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Progam, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are required by Section 3(c)(iii), within three (3) Business Days following any conversion of any Note, the Holder shall surrender such Note (or deliver an indemnification undertaking with respect to such Note in the case of its loss, theft or destruction) to the Borrower. If the Note is physically surrendered for conversion if required by Section 3(c)(iii) and the outstanding principal amount of the Notes (together with any accrued and unpaid interest thereon) such Note is greater than the principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, such Note and in each case at its own expense, issue, issue and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, Holder a new Definitive identical Note representing the outstanding principal amount of the Notes and interest not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes such Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion , irrespective of the Notes pursuant hereto or date such Conversion Shares are credited to the terms Holder’s account with DTC or the date of delivery of the Notecertificates evidencing such Conversion Shares, as the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversioncase may be.

Optional Conversion. The Holder may convert any Conversion Amount into shares of Common Stock on any Conversion Date by (A) transmitting by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notes, surrendering the Notes to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and (ii) the method by which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06. If Definitive Notes are physically surrendered for conversion and the outstanding principal amount of the Notes (together with any accrued and unpaid interest thereon) is greater than the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in each case at its own expense, issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note representing the outstanding principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) receipt of such Conversion Notice the third (3rd) Trading Day and (ii) the method by number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the Conversion Notice (such earlier date, the “Share Delivery Date”), the Company intends shall (x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to satisfy which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion , irrespective of the Notes pursuant hereto or date such Conversion Shares are credited to the terms Holder’s account with DTC or the date of delivery of the Notecertificates evidencing such Conversion Shares, as the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversioncase may be.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date by Date"), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third second (2nd) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the third (i3rd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) provided the Transfer Agent is participating in, and the Company is set up to transfer shares using, the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. Any accrued and unpaid Interest as of the applicable Conversion Date on any Conversion Amount converted hereunder shall be paid to the Holder on the next succeeding Interest Date following such Conversion Notice and (ii) the method by which the Company intends to satisfy its Conversion Obligation in accordance with Section 4.06Date. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three five (5) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 19(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall deliver (A) transmitting by whether via facsimile or electronic mail (or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (Bor other type of guarantee or notarization) of any form of Conversion Notice be required. If required by Section 3(c)(iii), within three (i3) if Trading Days following a conversion of this Debenture as aforesaid, the Notes are Definitive Notes, surrendering the Notes Holder shall surrender this Debenture to a reputable common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Debenture in the case of its loss, theft or destructiondestruction as contemplated by Section 19(b), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the second (i2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and further provided that the Registration Statement is then effective or such Conversion Notice and shares are freely transferable without restriction under Rule 144 under the Securities Act (iisuch transferability without restriction to be evidenced by an opinion of counsel reasonably satisfactory to the Company) by a Holder who is not an affiliate of the method by Company, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the conditions set forth in clause (1) are not satisfied, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee (provided that, if the Registration Statement is not effective and the Holder directs the Company intends to satisfy its deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Obligation Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in accordance with Section 4.06such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Debenture and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder (or its designee) a new Debenture (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 19(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount -------------------- into shares of Common Stock on any Conversion Date by date (a "CONVERSION DATE"), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion Conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”"CONVERSION NOTICE") to --------- the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming (i) Transfer Agent. On or before the second Business Day following the date of receipt of such a Conversion Notice and (iithe "SHARE DELIVERY DATE"), the Company shall (X) provided that the method by Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion Conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion Conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion Conversion of the Notes this Note pursuant hereto or to the terms of the Notehereto, the Conversion Amount principal amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant Installment Amounts relating to the terms of this Indenture and such Note following such partial conversionInstallment Dates as set forth in the Conversion Notice.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m.9:30 a.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Debenture to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Debenture in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Transfer Agent confirming (i) a “Confirmation Receipt”). On or before the third Business Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (X) the method by credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Debenture is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of this Debenture at the Notes (together with any accrued and unpaid interest thereon) time of such conversion is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three Business Days following, after receipt of the Notes, this Debenture and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Debenture (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 18(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In All Conversion Amounts converted by the event of a partial conversion of Holder after the Notes pursuant hereto or to the terms of the Note, Mandatory Conversion Notice Date shall reduce the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionDebenture required to be converted on the Mandatory Conversion Date.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and the Transfer Agent and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destructiondestruction as contemplated by Section 18(b), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted). On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the third (i3rd) Trading Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (x) provided that the method by Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are required by Section 3(c)(iii), within three (3) Business Days following a conversion of this Note, the Holder shall surrender this Note (or deliver an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 18(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion , irrespective of the Notes pursuant hereto or date such shares are credited to the terms Holder’s account with DTC or the date of delivery of the Notecertificates evidencing such Conversion Shares, as the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversioncase may be.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Class A Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iii), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before 4:00 p.m., New York Time, on the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent, if any (i) the “Transfer Agent”). On or before 4:00 p.m., New York Time, on the third Business Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (X) provided that the method by Transfer Agent, if any, is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the foregoing is not applicable, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 19(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (i) if the Notes are Definitive Notesas defined below), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third second (2nd) 2 Insert 120% of the arithmetic average of the five (5) Weighted Average Prices of the Common Stock on the five (5) consecutive Trading Days immediately prior to the Closing Date. Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Company’s transfer agent (ithe “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of such a Conversion Notice (the “Share Delivery Date”), the Company shall (x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (ii) the method Conversion Shares can then be immediately sold or transferred by the Holder pursuant to an effective registration statement or Rule 144, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system or (y) otherwise, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion, such certificate to contain such legends as may be required by Section 4.062(g) of the Securities Purchase Agreement. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and in no event later than three (3) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate Holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 21(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event of that the Holder elects to convert a partial conversion portion of the Notes pursuant hereto or Principal amount of this Note prior to the terms of the Noteany applicable Installment Date, the Conversion Amount so converted shall be deducted in reverse order starting from the aggregate amount of final Installment Amount to be paid hereunder on the outstanding principal amount of such Note final Installment Date, unless the Holder otherwise indicates and allocates among any accrued and unpaid interest thereon for Installment Dates hereunder in the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversionapplicable Conversion Notice.

Optional Conversion. The Holder may To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date by Date”), the Holder shall (A) transmitting transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached to the form of Note hereto as Exhibit I (the “Conversion Notice”) to the Company and the Transfer Agent and (B) (i) if the Notes are Definitive Notesrequired by Section 3(c)(iv), surrendering the Notes surrender this Note to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to the Notes this Note in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a notice addressed confirmation of receipt of such Conversion Notice to the Holder and the Conversion Agent confirming Transfer Agent. On or before the third (i3rd) Trading Day following the date of receipt of such a Conversion Notice and (iithe “Share Delivery Date”), the Company shall (x) provided that the method by Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Company intends Holder shall be entitled to satisfy the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Obligation Notice, a certificate, registered in accordance with Section 4.06the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If Definitive Notes are this Note is physically surrendered for conversion as required by Section 3(c)(iv) and the outstanding principal amount Principal of the Notes (together with any accrued and unpaid interest thereon) this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable after, and in no event later than three five (5) Business Days following, after receipt of the Notes, this Note and in each case at its own expense, issue, issue and deliver to the Trustee shall authenticate holder a new Note (in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder, a new Definitive Note Section 17(d)) representing the outstanding principal amount of the Notes Principal not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of the Notes this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Notes pursuant hereto or to the terms of the Note, the Conversion Amount converted shall be deducted from the aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the terms of this Indenture and such Note following such partial conversion.