Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Note, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Note and deliver such notice to the Company, (b) surrender the Note to the Company, (c) furnish appropriate endorsements and transfer documents if required by the Company, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as practicable after the Conversion Date applicable to a Note, the Company shall deliver to the Holder of such Note (i) a certificate for the number of whole shares of Common Stock issuable upon the conversion of such Note, (ii) cash in lieu of any Security fractional shares to be converted shall surrender to issued upon the Company conversion of such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained Note pursuant to Section 9.23.3, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securityiii) interest accrued, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business but unpaid, on any Regular Record Date next preceding any Interest Payment Date such Note to the opening of business on such Interest Payment Conversion Date shall and (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodiv) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the principal amount number of Securities shares of Common Stock being surrendered for conversionconverted. Except as provided The person in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on whose name the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to be a stockholder of record at the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Note on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at and after on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall issue and shall deliver no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Note except as set forth in the succeeding paragraph. If a Holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount Note surrendered. Any such Note shall be dated so that there shall be no loss of interest on such SecurityNote.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.03. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that -------- ------- no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (ii) surrender the Security to a Conversion Agent and (iii) pay any tax required pursuant to Section 18.4. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Unless the Guarantor shall have notified the Trustee and the Holder that the Guarantor has elected to pay such Holder a Cash Alternative pursuant to Section 18.1, the Guarantor shall deliver to the Holder as soon as practicable, but in any event no later than the seventh Business Day following the Conversion Date, through a Conversion Agent, a certificate for the number of whole Shares issuable upon the conversion, payment for accrued interest on such Security, to the extent required by this Section 18.2, and, if applicable, cash in lieu of any fractional shares pursuant to Section 18.3. Except as provided in Section 18.1, if the Guarantor shall have notified the Holder of any Security the Guarantor's election to be converted pay such Holder a Cash Alternative, the Guarantor shall surrender deliver to the Company Holder surrendering such Security, duly endorsed or assigned Security the Cash Alternative Payment with respect to such Security not later than ten Trading Days following such Conversion Date. Anything herein to the Company or in blankcontrary notwithstanding, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the share certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the share transfer books of the Guarantor shall be closed shall be effective to constitute the Person or Persons entitled to receive the Shares upon such conversion as the record holder or holders of such Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Ratio in effect on the Conversion Date, as if the share transfer books of the Guarantor had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on any shares except as provided in this Article 18. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such the next succeeding Interest Payment Date shall (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase on a Redemption Date within or Change of Control Purchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security. Except as otherwise provided in the immediately preceding sentencethis Section 18.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a Regular Record Date to receive the day of surrender of interest payable on such Securities for conversion Security on the related Interest Payment Date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock same time, the number of Shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timeSecurities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order To convert a Debenture after the Effective Time, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) complete and manually sign the irrevocable conversion notice on the back of the Debenture and deliver such notice to exercise the Conversion Agent, (ii) surrender the Debenture to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 11A.04 and (v) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. After the Effective Time, the date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date." As soon as practicable after the Conversion Date and in any event within five Business Days, WPP shall deliver to the Holder through the Conversion Agent (a) either a receipt or a book entry notation of the number of whole WPP ADSs issuable upon the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.211A.05, accompanied by written notice (b) the aggregate Cash Conversion Amount payable upon such conversion and (c) cash in lieu of conversion any fractional WPP ADSs. After the Effective Time, the Person in substantially whose name the form set forth in Debenture is registered shall be deemed to be a holder on the Security (except in Conversion Date of the case of a depositary of a Global Security, WPP ADSs for which the customary procedures Debenture is converted on such Conversion Date; provided, however, that no surrender of a Debenture on any date when the depositary will apply). Securities surrendered transfer books relating to the WPP ADSs shall be closed shall be effective to constitute the Person or Persons entitled to receive WPP ADSs upon such conversion as the registered holder or holders of such WPP ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such WPP ADSs as the registered holder or holders thereof for conversion during the period from all purposes at the close of business on any Regular Record Date the next succeeding day on which such transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Debenture shall have been surrendered for conversion, as if such transfer books had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the WPP ADSs issued upon conversion of such Debenture. Except as set forth in the preceding any sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any) on a converted Debenture or for dividends or distributions on WPP ADSs issued upon conversion of a Debenture (provided that the WPP ADSs received upon conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date Date, any accrued but unpaid Additional Amounts with respect to the opening converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of business an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable delivery of a check payable to the Company of Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If such payment does not accompany such Debenture, the immediately preceding sentenceDebenture shall not be converted; provided, however, that no payment or adjustment such check shall be made upon any conversion required if such Debenture has been called for redemption on account of any interest accrued on a redemption date within the Securities period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion or on account of any dividends on the Common Stock Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the Interest Payment Date, the Conversion Agent shall repay such funds to the Holder. No fractional WPP ADSs shall be issued upon conversionconversion of Debentures. Securities If more than one Debenture shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities surrendered for conversion in accordance with at one time by the foregoing provisionssame holder, and at such time the rights number of the Holders of such Securities as Holders full WPP ADSs that shall cease, and the Person or Persons entitled to receive the Common Stock be issuable upon conversion shall be treated for all purposes as computed on the record holder basis of the aggregate principal amount of the Debentures (or holders of such Common Stock at and after such timespecified portions thereof to the extent permitted hereby) so surrendered. As promptly as practicable on or after If any fractional WPP ADS would be issuable upon the conversion dateof any Debenture or Debentures, WPP shall make a payment in lieu thereof in cash based on the current WPP Market Price of a WPP ADSs on the Conversion Date. Upon surrender of a Debenture that is converted in part, the Company and WPP shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations Debenture equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityDebenture surrendered.

Conversion Procedure. In order to exercise To convert a Note, a Holder must satisfy all of the requirements in paragraph 8 of the Notes. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered upon the order of the Holder a certificate for the number of whole Shares of Common Stock issuable upon the conversion and cash in lieu of any Security fractional share determined pursuant to be converted Section 4.03 hereof. The Person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such Person’s rights as a Holder shall cease; provided, however, that no surrender to of a Note on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person entitled to receive the Shares of Common Stock upon such conversion as the shareholder of record of such Shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person entitled to receive such Shares of Common Stock as the shareholder of record thereof for all purposes at the close of business on the next succeeding Business Day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in substantially effect on the form set forth in the Security (except in the case Conversion Date. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Shares of a depositary of a Global Security, for which the customary procedures Common Stock issued upon conversion of the depositary will apply)Notes. Securities surrendered for conversion If any Notes are converted during the any period from after the close of business on any Regular Record Date next preceding any Interest Payment Date record date for the payment of an installment of interest but prior to the opening of business on the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion during the period after any record date but prior to the opening of business on the next Interest Payment Date shall (must, except as described in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) next sentence, be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered converted. If the Company (i) elects to redeem Notes pursuant to Article 3 hereof or (ii) offers to repurchase Notes upon a Change in Control pursuant to Section 6.09 hereof, on a date that is during that period from the close of business on a record date for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion of an installment of interest and ending on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the Business Day after the Interest Payment Date), and any Holders surrender of such Securities the Notes or portions thereof for conversion in accordance with the foregoing provisionson a date that is not an Interest Payment Date, and at such time the rights of the Holders of such Securities as Holders shall ceasereceive interest for the period from the Interest Payment Date next preceding the Conversion Date (it being understood that such Holders that surrender Notes or portions thereof for conversion following any redemption notice or Change in Control Offer shall not be required to pay such funds as described in the third sentence of this paragraph). No fractional shares will be issued upon conversion, and but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares whole Shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 14.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 14.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such To convert a Security, duly endorsed or assigned to a holder must satisfy the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Securities, The date on which the holder satisfies all of those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 1404, The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a Holder with respect to the converted Security (except in the case shall cease; provided, however, that no surrender of a depositary of a Global Security, for which Security on any date when the customary procedures stock transfer books of the depositary will apply). Securities surrendered Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the stockholder of record thereof for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.Security surrendered,

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the "CONVERSION DATE"). The Company shall deliver to the Holder of any Security to be converted shall surrender to no later than the Company such Securityseventh Business Day following the Conversion Date, duly endorsed or assigned to through the Company or in blankConversion Agent, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of any fraction fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount of the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such SecurityConversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion date. As soon as practicable, the Holder of any Security Company shall deliver, or shall cause the Trustee to be converted shall surrender to deliver, upon the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency order of the Company maintained pursuant to Section 9.2Holder, accompanied by written notice a certificate for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share. The Persons in substantially whose name the form set forth in certificate is registered shall be treated as a stockholder of record on and after the conversion date. Any Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on the record date for any Regular Record Date next preceding any Interest Payment Date interest payment date to the opening close of business on such Interest Payment Date the Business Day next preceding the following interest payment date shall (except in the case of Securities unless such Security or portions portion thereof which shall have been called for redemption on a Redemption Date within date fixed for redemption which occurs during the period beginning at the close of business on such periodrecord date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment payment, in New York Clearing House funds or other funds acceptable to the Company Company, of an amount equal to the interest otherwise payable on such Interest Payment Date interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of Securities being surrendered interest on the Securities. Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest, together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance with Section 11.1. Except as provided above in this Section 15.2, no payment or other adjustment shall be made for conversioninterest accrued on any Security converted or for dividends on any securities issued on conversion of the Security. Except as provided in the immediately preceding sentenceparagraph, no payment the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall such other security into which a Security is convertible will be deemed to have been converted immediately prior satisfy the Company’s obligation to pay the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights Principal amount of the Holders of such Securities as Holders shall cease, Security and the Person all accrued interest (and original issue discount) that has not previously been (or Persons entitled to receive the is not simultaneously being) paid. The Common Stock issuable upon conversion shall be or such other security is treated for all purposes as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal. Thus, accrued interest (and original issue discount) are treated as paid rather than canceled. If a Holder converts more than one Security at the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable and payment pursuant to Section 15.3 upon the conversion shall be based on the total Principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal Principal amount equal to the unconverted portion Principal amount of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Debenture, a Holder must satisfy the requirements in paragraph 7 of the Debentures. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.215.3. The Person in whose name the certificate is registered shall be treated as the stockholder of record as of the close of business on the Conversion Date. Upon conversion of a Debenture, accompanied by written notice such Person shall no longer be a Holder of such Debenture. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Fifteen. On conversion in substantially of a Debenture, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the form set forth Debentures included in the Security Accreted Principal Amount or the Restated Principal Amount (as the case may be), in each case through the Conversion Date, will be payable with respect to the converted Debenture and no such cash interest or amounts reflecting accretion of the Debentures shall be deemed to be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Debenture being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Principal Amount or the Restated Principal Amount (as the case may be) of the Debenture being converted pursuant to the provisions hereof. The Company will not adjust the conversion ratio to account for accrued and unpaid cash interest, if any, or for amounts reflecting accretion of the Debentures included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be). If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Debentures converted. If the last day on which a Debenture may be converted is a not a Business Day in a place where a Conversion Agent is located, the Debenture may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Debenture in an authorized denomination equal in principal amount to the unconverted portion of the Debenture surrendered. If a Holder submits a Debenture for conversion after the Company has elected to exercise its option to pay cash interest instead of accreting the principal amount of the Debentures following a Tax Event, or if the Company is required to make a cash payment pursuant to an increased accretion rate, in either case between a record date and the opening of business on the next Interest Payment Date (except in the case for Debentures or portions of Debentures called for redemption on a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion Purchase Date occurring during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business a record date and ending on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of next Interest Payment Date, or if such Securities for conversion in accordance with Interest Payment Date is not a Business Day, the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or next Business Day after the conversion dateInterest Payment Date), such Holder shall pay to the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal an amount equal to cash interest payable on the unconverted portion of the converted principal amount of such Securityamount.

Conversion Procedure. In order to exercise To convert a Note, a Holder must satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security Company shall deliver or cause to be converted shall surrender delivered to the Holder a certificate for the number of whole shares of Class A Subordinate Voting Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 4.03 hereof. The Person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Class A Subordinate Voting Stock upon such Securityconversion as the stockholder of record of such shares of Class A Subordinate Voting Stock on such date, duly endorsed but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Subordinate Voting Stock as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. For the avoidance of doubt, the Conversion Agent shall not have a duty to convert or assigned to deliver shares of Class A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or in blank, at any office of its Subsidiaries. No payment or agency other adjustment shall be made for accrued interest or dividends or distributions on any Class A Subordinate Voting Stock issued upon conversion of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply)Notes. Securities surrendered for conversion If any Notes are converted during the any period from after the close of business on any Regular Record Date next preceding any Interest Payment Date to record date for the payment of an installment of interest but before the opening of business on the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion during the period after any record date but before the opening of business on the next Interest Payment Date shall (must, except as described in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) next sentence, be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities Notes being surrendered for conversionconverted. Except as provided If the Company has issued a redemption notice or made a Change in Control Offer with respect to the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Notes during that period from the close of business on a record date and ending on the day opening of business on the first Business Day after the next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender of such Securities the Notes or portions thereof for conversion in accordance with the foregoing provisionson a date that is not an Interest Payment Date, and at such time the rights of the Holders of such Securities as Holders shall ceasereceive interest for the period from the Interest Payment Date next preceding the Conversion Date (it being understood that such Holders that surrender Notes or portions thereof for conversion following any redemption notice or Change in Control Offer shall not be required to pay such funds as described in the third sentence of this paragraph). No fractional shares will be issued upon conversion, and but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the Person or Persons entitled to receive same time, the Common number of whole shares of Class A Subordinate Voting Stock issuable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timeNotes converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Holder of any Security to be converted shall surrender a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Securities being surrendered for conversionConversion". Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities A Security shall be deemed to have been converted immediately prior to as of the close of business on the day date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of surrender this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the foregoing provisionsApplicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and at (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such time Holder, or such Holder's nominee or nominees, certificates for the rights number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Holders of such Securities as Holders shall cease, and the Cash Settlement Notice Period. The Person or Persons entitled to receive the Common Applicable Stock issuable as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Common Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and after such time. As promptly as practicable ending at the opening of business on or the first Business Day after the conversion next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall issue promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and shall deliver the Securities. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Applicable Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such SecuritySecurity for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. In order to exercise To convert a Security of any series, a Holder must satisfy the requirements for conversion contained on the Securities of that series. The date on which the Holder satisfies all those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Parent Stock deliverable upon the conversion and cash or its check in lieu of any fractional share. The person in whose name the certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted shall surrender to the Company such Securityis a Legal Holiday in a place where a Conversion Agent is located, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in may be surrendered to that Conversion Agent on the case next succeeding day that is not a Legal Holiday. The Company will not be required to deliver certificates for shares of Parent Stock upon conversion while the Parent's stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Parent Stock shall be delivered as soon as the customary procedures stock transfer books shall again be opened. Registered Securities of the depositary will apply). Securities any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Registered Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Company on or after such Interest Payment Date unless the Company shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the penultimate paragraph of Section 2.13, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Registered Securities surrendered for conversion or on account of any dividends on the Common Parent Stock issued upon conversion. If Bearer Securities of a series are convertible into Parent Stock, then such Securities, to be converted, shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionsurrendered, together with any payment all unmatured coupons and all matured coupons in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereofdefault appertaining thereto, at the expense of place and in the Company, a new Security or manner specified for Bearer Securities of the applicable said series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityas contemplated by Section 2.02. Section 10.04.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of McDATA shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of McDATA had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) notices may be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of delivered and such Securities may be surrendered for conversion in accordance with the foregoing provisionsApplicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, and at such time however, that no surrender of a Security on any date when the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding Business Day on which such timestock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. As promptly as practicable Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on or after the shares of Common Stock issued upon conversion dateof a Security. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 4.3. The person in substantially whose name the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a shareholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at and after on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall issue and no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Upon conversion of a Security, the Holder shall deliver be paid, in cash, an amount equal to accrued interest on the converted Security. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person’s rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the shareholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case shareholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, cash and a certificate for the number of full shares of Common Stock, if any, issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security to be converted shall surrender to on any date when the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities closed shall be deemed effective to have been converted immediately prior to constitute the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be for cash and after Common Stock together valued at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount and accrued Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise by the Company and (y) the date on which interest was last paid) of the Security through the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the cash payment and the Common Stock, if any, in exchange for the Security being converted pursuant to the provisions hereof; and such cash payment and the fair market value of such shares of Common Stock, if any, shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such cash payment and such fair market value of such Common Stock, if any, shall be treated as issued in exchange for the Initial Accreted Principal Amount of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time. As promptly as practicable on or after , the cash payment and the number of shares of Common Stock, if any, issuable upon the conversion dateshall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding Business Day that is not a Legal Holiday; provided, however, the Security shall be deemed to have been converted and surrendered as of such last day, notwithstanding the occurrence of a Legal Holiday on such day. Upon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of (having the applicable series of Guarantee endorsed thereon) in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on or other distribution with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted convert in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Debenture into Common Stock, a Holder must satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the "Conversion Date"). The Company shall deliver to the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after and in any event no later than the conversion dateseventh Business Day following the Conversion Date, through the Company shall issue and shall deliver at such office or agency Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1503. The Person in whose name the certificate is registered shall be treated as a shareholder of record on and after the Conversion Date; provided, however, that no surrender of a Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be at the Conversion Rate in effect on the date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Holders may surrender a Debenture for conversion by means of book- entry delivery in accordance with paragraph 8 of the Debentures and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article Fifteen. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any fraction cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being converted pursuant to the provisions hereof. If the Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the total Principal Amount at Maturity of the Debentures converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Debenture that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of Debenture in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of Debenture surrendered. If the last day on which a Debenture may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Debenture may be surrendered to such SecurityConversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order Before the Lender holding this Note shall be entitled to exercise the conversion privilegeconvert this Note into Conversion Securities pursuant to Section 3(y), the Holder of any Security to be converted Lender shall surrender to the Company such Securitythis Note, duly endorsed (or assigned a notice to the Company effect that the original Note has been lost, stolen or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note), at the office of an amount equal the Company and shall give written notice to the interest payable on such Interest Payment Date on Company at its principal corporate office, of the election to convert the same pursuant to Section 3(y), and shall state therein the amount of the unpaid principal amount of this Note to be converted and the name or names in which the certificate or certificates for Conversion Securities being surrendered for conversion. Except as provided are to be issued, in the immediately preceding sentenceevent that the Conversion Securities will be certificated. Upon such conversion of this Note, no payment the Lender hereby agrees to execute and deliver to the Company all transaction documents related to the Qualified Offering, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions. The Company shall, as soon as practicable thereafter, issue and deliver to the Lender a certificate or adjustment agreement representing the number of Conversion Securities issuable upon conversion of the Notes to which the Lender shall be made entitled upon such conversion (bearing such legends as are required by the transaction documents related to the Qualified Offering, and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Lender is entitled upon such conversion on account under the terms of any interest accrued on the Securities surrendered for this Note. The conversion or on account of any dividends on the Common Stock issued upon conversion. Securities this Note pursuant to Section 3(y) shall be deemed to have been converted made immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights closing of the Holders of Qualified Offering and on and after such Securities as Holders shall cease, and date the Person or Persons Lenders entitled to receive the Common Stock securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timesecurities. As promptly as practicable on or after the conversion date, the Company Only whole Conversion Securities shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3be issued. In the case of any Security Any remainder due hereunder which is converted in part only, upon such conversion the Company insufficient to purchase a whole Conversion Security shall execute and the Trustee shall authenticate and deliver be rounded up to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such next whole Conversion Security.

Conversion Procedure. In order If this Note is automatically converted into Common Stock pursuant to exercise this Section 5, written notice shall be delivered to Holder at the address last shown on the records of Company for Holder or given by Holder to Company for the purpose of notice or, if no such address appears or is given, at the place where the principal executive office of Company is located, notifying Holder of the conversion privilegeto be effected, specifying the Conversion Price, the principal amount and any interest accrued thereon pursuant hereto to be converted, the date on which such conversion is expected to occur and calling upon such Holder to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, the Holder of any Security to be converted shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, but in any event within ten (10) business days, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and Federal securities laws in the opinion of counsel to Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Company such Security, duly endorsed Holder for any cash amounts payable as described in Section 5(d). The certificate or assigned to certificates representing the Company or shares of Common Stock issuable upon conversion of this Note shall be issued in blank, at any office or agency the name of the Company maintained Holder. Any conversion of this Note pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities 5 shall be deemed to have been converted made immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights closing of the Holders issuance and sale of shares as described in Section 5 and on and after such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion date Holder shall be treated for all purposes as the record holder or holders of such Common Stock at shares and after a purchaser of such time. As promptly as practicable on or after shares under the conversion date, the Company shall issue Note Purchase Agreement and shall deliver at such office or agency a certificate or certificates for be bound by the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense terms of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote Purchase Agreement.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the conversion privilege, requirements in paragraph 9 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 11.3. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 11. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person's rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Note, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Note and deliver such notice to the Company, (b) surrender the Note to the Company, (c) furnish appropriate endorsements and transfer documents if required by the Company, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date applicable to a Note, the Company shall deliver to the Holder of such Note (i) a certificate for the number of whole shares of Common Stock issuable upon the conversion of such Note, (ii) cash in lieu of any Security fractional shares to be converted shall surrender to issued upon the Company conversion of such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained Note pursuant to Section 9.24.3, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securityiii) interest accrued, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business but unpaid, on any Regular Record Date next preceding any Interest Payment Date such Note to the opening of business on such Interest Payment Conversion Date shall and (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such periodiv) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the principal amount number of Securities shares of Common Stock being surrendered for conversionconverted. Except as provided The person in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on whose name the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to be a stockholder of record at the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Note on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at and after on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall issue and shall deliver no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Note except as set forth in the succeeding paragraph. If a Holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount Note surrendered. Any such Note shall be dated so that there shall be no loss of interest on such SecurityNote.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all applicable requirements in the Securities or the Board Resolution and, if required, (i) complete and manually sign the conversion privilege, notice (the Holder of any “Conversion Notice”) provided for in the Board Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) furnish appropriate endorsements and transfer documents, and (iv) pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the “Conversion Date.” Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh Business Day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered for conversion during If any Security is converted between the period from the close of business on any Regular Record Date for the payment of interest and the next preceding any succeeding Interest Payment Date to the opening of business on Date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an Interest Payment Date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such Interest Payment Date to the registered holder of such Security on the immediately preceding sentenceRegular Record Date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a Security in global form is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new a Security in global form of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Security in global form so surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion or exchange of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security through and including the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares pursuant to Section 1303) for the Security being converted pursuant to the provisions hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through and including the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is not a Business Day, the Security may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder To convert a Security of any Security to be converted shall series, a Holder must surrender to the Company such Security, duly endorsed or assigned to the Company Issuer or in blank, at any office or agency of the Company Issuer maintained pursuant to Section 9.2for that purpose, accompanied by written notice to the Issuer at such office or agency that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after the conversion date, the Issuer shall deliver to the Holder through the Conversion Agent a certificate for the number of shares of Common Stock issuable upon the conversion and cash or its check in substantially lieu of any fractional share. The Person in whose name the form set forth certificate is registered becomes a stockholder of record on the conversion date and the rights of the Holder of the Securities so converted as a Holder thereof cease as of such date. If the Holder converts more than one Security of any series at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities of such series so converted. Upon surrender of a Security of any series that is converted in part, the Trustee shall authenticate for the Holder a new Security of that series equal in principal amount to the unconverted portion of the Security (except surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the case Security may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. The Issuer will not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a depositary meeting of a Global Securitystockholders or for the payment of dividends or for any other purpose, but certificates for which shares of Common Stock shall be delivered as soon as the customary procedures of the depositary will apply)stock transfer books shall again be opened. Securities of any series surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for such series to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date redemption date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion; provided, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Securities of such series. The funds so delivered to the Conversion Agent shall be paid to the Issuer on or after such Interest Payment Date unless the Issuer shall default on the payment of the interest due on such Interest Payment Date, in which event such funds shall be paid to the Holder who delivered the same. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 2.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Security a Holder ----------------------------------- must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that -------- ------- no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order The right to exercise convert any Security may be exercised by delivery of such Security at the Company’s office, accompanied by a completed and duly signed conversion privilegenotice, in the form attached hereto as Exhibit B (a “Conversion Notice”) and payment of any tax or duty, in accordance with Section 5(d) hereto, which may be payable in respect of any transfer involving the issue or delivery of the Conversion Shares or Warrants in the name of a Person other than the Holder of any Security to the Security. The “Conversion Date” shall be converted shall surrender to the Company such Security, duly endorsed or assigned to Business Day on which the Company or in blank, at any office or agency Holder satisfies all of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment if all such requirements shall have been satisfied by 5:00 p.m., New York City time, on such day, and in all other cases, the Conversion Date shall be made upon the next succeeding Business Day, and any conversion on account property or economic benefit to which a Holder would have been entitled as a recipient of any interest accrued on a dividend or other distribution from and after the Securities surrendered Conversion Date shall be held in trust for conversion the benefit of such Holder. The person in whose name the certificate or on account of any dividends on certificates representing the Common Stock issued upon conversion. Securities Conversion Shares is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the Common Stock issuable Conversion Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after Conversion Shares on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the Company person or persons entitled to receive such Conversion Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. The person in whose name the certificates or other instruments representing the Securities or Warrants are registered shall issue and shall deliver at such office or agency not be deemed to be a certificate or certificates for the number stockholder of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction record. Upon conversion of a shareSecurity, as provided in Section 12.3. In the case of any person holding such Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the no longer be a Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Conversion Procedure. In order to exercise To convert a Debenture, a Holder must satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such Securitydate, duly endorsed or assigned to the Company or in blank, at any office or agency such person's rights as a Debentureholder shall cease. Holders of the Company maintained pursuant Debentures at the close of business on an interest payment record date will be entitled to Section 9.2, accompanied by written notice of receive the interest payable on such Debentures on the corresponding interest payment date notwithstanding the conversion in substantially thereof or the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures Company's default on payment of the depositary will apply)interest due on such interest payment date. Securities However, the Debentures surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date interest payment record date to the opening of business on such Interest Payment Date shall the corresponding interest payment date (except in the case of Securities or portions thereof which have been Debentures called for redemption on a Redemption Date within redemption date during such period) must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date Debentures on such interest payment date. Any Holder of the principal Debentures on an interest payment record date who (or whose transferee) converts the Debentures on an interest payment date will receive the interest payment on such Debentures by the Company on such date, and the converting holder need not include payment in the amount of Securities being surrendered such interest upon surrender of the Debentures for conversion. Except as provided in the immediately preceding sentenceabove, no payment or adjustment shall will be made upon any conversion on account of any accrued interest accrued on the Securities surrendered for upon conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders Debentures. If a Holder converts more than one Debenture at the same time, the number of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock whole shares issuable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Debentures converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Debenture that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations Debenture equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityDebenture surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date". As soon as practicable after the Conversion Date and in any event within five Business Days, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.2, accompanied by written notice of conversion 10.05. The Person in substantially the form set forth in whose name the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding day on which such timestock transfer books are open (subject to the provisions of the next paragraph of this Section 10.02); provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. As promptly as practicable on or after Upon conversion of a Security, such Person shall no longer be a Holder of such Security. If the conversion dateCompany elects to pay cash instead of issuing shares with regard to a Security properly presented for conversion, the Company shall issue notify the Holder and the Trustee of such election no later than the second Business Day after the Conversion Date of the Security. If the Holder does not withdraw such election to convert, the Company shall pay the Cash Conversion Price in respect of the Security converted in cash not later than the tenth Business Day after the Conversion Date. No payment or adjustment will be made for accrued interest (including Contingent Interest or Liquidated Damages, if any), on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and shall deliver be entitled to receive, at the next interest payment date, any accrued but unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such office conversion, the interest (including Contingent Interest or agency Liquidated Damages, if any), payable on such interest payment date shall be paid to the Holder of such Security on such interest payment date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a certificate check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or certificates Liquidated Damages, if any), payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including Contingent Interest or Liquidated Damages, if any), payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all of those requirements is the conversion privilegedate. As soon as practicable after the conversion date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share. The person in whose name the certificate is registered shall become the stockholder of record on the conversion date and, as of such date, such person's rights as a Securityholder shall cease. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distribution on shares of Common Stock issued upon conversion of a Security, duly endorsed or assigned to the Company or in blank, at but if any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date. In such event, such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted. If the Company defaults in the payment of interest payable on the interest payment date, the Trustee shall repay such funds to the Holder. If a Holder converts more than one Security at the same time, the number of whole shares issuable upon the conversion shall be based on the total principal amount of Securities being surrendered for conversionconverted. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Pioneer Common Stock issuable upon the conversion, cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3, accompanied by written notice and the Cash Component times the number of conversion in substantially Evergreen Consideration Units (or fractions thereof) payable upon such conversion. Anything herein to the form set forth in the Security (except contrary notwithstanding, in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name Pioneer Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Pioneer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Pioneer Common Stock upon such conversion as the record holder or holders of such shares of Pioneer Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Pioneer Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Pioneer had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Pioneer Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption on a Redemption Date within during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock same time, the number of Evergreen Consideration Units issuable upon the conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timeSecurities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued Contingent Cash Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in Paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the “conversion date.” In order accordance with Section 10.03, the Company shall deliver to exercise the Holder through the Trustee (who shall deliver to the Conversion Agent) a certificate for, or a book-entry notation of, the Conversion Shares and Cash in lieu of any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion privilegedate. Except as described below, no payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on any shares of Common Stock issued on or prior to conversion. Delivery by the Company to the Holder of any the Security to be converted shall surrender to of the Company such Security, duly endorsed or assigned to the Company or in blankConversion Shares, at any office or agency the conversion rate in effect at such time shall satisfy the obligations of the Company maintained pursuant to pay the principal amount of such Security being converted and the accrued but unpaid interest on such Security through the conversion date; any such accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. The conversion rate in effect at any time will be adjusted only in accordance with Section 9.2, accompanied by written notice of 10.06 through 10.13; the conversion in substantially the form set forth in the rate will not be adjusted to account for accrued interest. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest, if any, payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities notes being surrendered for conversion. Except as ; provided further however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment proviso shall not be required for conversions following the record date immediately preceding the Maturity Date; if the Company has specified a Change in Control Repurchase Date that is after a record date and on or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close corresponding interest payment date; or to the extent of business on any overdue interest, if any overdue interest exists at the day time of conversion with respect to such Securities. If a Holder has delivered an Option of Holder to Elect Repurchase Notice pursuant to Section 3.01, the Holder may not surrender of such Securities that Security for conversion until the Holder has withdrawn the Option of Holder to Elect Repurchase Notice in accordance with the foregoing provisions, and at such time the rights of the Holders Section 3.02. A Holder may convert fewer than all of such holder’s Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes so long as the record holder or holders Securities converted are an integral multiple of such Common Stock $1,000 principal amount. If a Holder converts more than one Security at and after such the same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Note, a Holder must satisfy the requirements in Section 12 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03 hereof. The Person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned to such Person's rights as a Holder shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the Person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the Person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or other adjustment for accrued interest or dividends on any Regular Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before the next preceding Interest Payment Date, interest for such notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any Record Date but before the next Interest Payment Date to the opening of business on such Interest Payment Date shall (must, except as described in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) next sentence, be accompanied by a payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities convertible notes being surrendered for conversionconverted. Except as provided The payment to the Company described in the immediately preceding sentencesentence shall not be required if, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, during that period between a Record Date and the Person or Persons entitled to receive the Common Stock issuable upon next Interest Payment Date, a conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable occurs on or after the conversion date, date that the Company shall issue has issued a redemption notice and shall deliver prior to the date of redemption stated in such notice. No fractional shares will be issued upon conversion, but a cash adjustment will be made for any fractional shares. If a holder converts more than one Note at such office or agency a certificate or certificates for the same time, the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Notes converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which Note that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations Note equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "CONVERSION NOTICE") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new global Security in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Convertible Note, a Holder must satisfy the requirements in paragraph 8 of the Global Security. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the “Conversion Date”). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full Common Shares deliverable upon the conversion or exchange and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.24.1(d); provided that, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary Principal Value Conversion pursuant to Section 4.1(b)(i), the Company shall deliver such Common Shares or cash pursuant to Section 4.1(d) not later than three Business Days following the Conversion Date. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion of a Global SecurityConvertible Note, such person shall no longer be a Holder of such Convertible Note. No payment or adjustment will be made for which the customary procedures of the depositary will apply)dividends on, or other distributions with respect to, any Common Shares except as provided in this Article IV. Securities surrendered for conversion If any Holder elects to convert Convertible Notes (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date for the payment of an installment of interest to the opening of business on such the next succeeding Interest Payment Date Date, then the Holder shall (except in deliver to the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by Conversion Agent payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities such Convertible Notes then being surrendered for conversionconverted, and such interest installment shall be payable to such registered Holder notwithstanding the conversion of the Convertible Notes, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such Interest Payment Date, no payment or adjustment the Company shall be made upon promptly repay such funds to such Holder. Nothing in this Section 4.1 shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Convertible Note is registered at the close of business on a Regular Record Date to receive the day of surrender of interest payable on such Securities for conversion Convertible Note on the related Interest Payment Date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Convertible Notes. If the Holder converts more than one Convertible Note at the same time, the number of Common Stock issuable Shares deliverable upon the conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Convertible Notes converted. As promptly as practicable If the last day on or after the conversion datewhich a Convertible Note may be converted is not a Business Day, the Company shall issue and shall deliver at such office or agency Convertible Note may be converted on the next succeeding day that is a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of Business Day. If a share, as provided in Section 12.3. In the case of any Security which Convertible Note is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of Convertible Note in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount Convertible Note. A Convertible Note in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.3 or a Change in Control Purchase Notice pursuant to Section 3.4 exercising the option of such SecurityHolder to require the Company to purchase such Convertible Note may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on the Business Day preceding the Purchase Date or Change in Control Purchase Date, as the case may be.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Board Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Board Resolution or the Security to be converted shall surrender (or completely and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Issuer will complete settlement of any conversion of Securities not later than the fifth business day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion shares and not later than the seventh business day following the Conversion Date in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in Common Stock or other securities. Securities surrendered If a Registered Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Registered Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the Holder of such Security on the immediately preceding sentencerecord date. A Bearer Security presented for conversion must be accompanied by all unmatured coupons. Subject to the aforesaid right of the Holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares or other Securities issuable or cash payable upon the conversion shall be based on the total principal amount of Common Stock issuable upon conversion, together with any payment in lieu of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company Security Registrar shall execute and authenticate for the Trustee Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Security Registrar shall authenticate and deliver to the Holder thereof, at the expense of the Company, Depositary a new Global Security or Securities of the applicable series of authorized denominations in aggregate principal amount a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day.

Conversion Procedure. In order to exercise (1) The Conversion Right may be exercised by the conversion privilege, Lender by completing and signing the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially (the form “Conversion Notice”) attached hereto as Schedule B and delivering the Conversion Notice and this Debenture to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted and shall set forth in out the Security date (except in the case of a depositary of a Global Security, for “Issue Date”) on which Shares are to be issued upon the customary procedures exercise of the depositary will applyConversion Right (such date to be immediately after the Conversion Notice is issued and in any event within three (3) Business Days after the day the Conversion Notice is issued). Securities surrendered for The conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted effected immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Issue Date and the Person or Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes deemed to be issued as the record holder or holders of such Common Stock fully paid and non-assessable at and after such time. As promptly as practicable on or after On the conversion dateIssue Date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the required number of full shares Shares shall be issued and accrued and unpaid interest shall be paid to the Lender. If less than all of Common Stock issuable upon conversionthe Principal Amount of this Debenture is the subject of the Conversion Right, together with any payment in lieu of any fraction of a sharethen on the Issue Date, as provided in Section 12.3. In the case of any Security which is converted in part onlyBorrower, upon such conversion if requested by the Company Lender, shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at Lender a replacement Debenture in the expense of the Company, a new Security or Securities of the applicable series of authorized denominations form hereof in aggregate principal amount equal to the unconverted portion of the principal amount of such Securitythe unconverted principal balance hereof, and this Debenture shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Debenture, this Debenture shall be cancelled and the Borrower will be released from all of its obligations and liabilities under this Debenture. With the Conversion Notice, the Lender shall provide the Borrower with its written calculation of the amount of accrued and unpaid interest on the Converted Debenture Amount pursuant to the Conversion Notice up to the date of that Conversion Notice and a per diem amount thereon.

Conversion Procedure. In order to exercise the conversion privilegeConversion shall be effectuated by delivering by email, the Holder of any Security to be converted shall surrender mail or other delivery method to the Company of the completed form of conversion notice attached hereto as Annex A (the “Notice of Conversion”), executed by Purchaser evidencing Purchaser's intention to convert this Note. No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Company receives by email, mail or other means of delivery used by Purchaser the Notice of Conversion (such Security, duly endorsed receipt being evidenced by electronic confirmation of delivery by email or assigned confirmation of delivery by such other delivery method used by Purchaser). Delivery of a Notice of Conversion to the Company or in blank, at any office or agency of the Company maintained shall be given by Purchaser pursuant to Section 9.2, accompanied by written the notice of conversion in substantially the form provisions set forth in the Security (except in Purchase Agreement. The Company shall promptly deliver the case of a depositary of a Global Security, for which the customary procedures Conversion Shares to Purchaser after receipt of the depositary will apply). Securities surrendered for conversion during the period Notice of Conversion from the close of business Purchaser. Conversion Shares may be delivered in certificated form, in electronic book-entry form on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities Company’s records with its transfer agent, or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied delivered by payment in New York Clearing House funds or other funds acceptable to DWAC so long as the Company of an amount equal is then DWAC Operational and the Conversion Shares are not required to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionbear a restrictive legend. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities Conversion Shares shall be deemed to have been converted immediately prior to delivered (i) if delivered in certificated form, upon Purchaser’s actual receipt of the close Conversion Shares in certificated form at the address specified by Purchaser in the Notice of business on Conversion, as confirmed by written receipt, (ii) if by book entry form, upon Purchaser’s actual receipt of a statement evidencing the day issuance of surrender of such Securities for conversion the Conversion Shares in accordance book-entry form with the foregoing provisions, and Company’s transfer agent at such time the rights address specified by Purchaser in the Notice of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a shareConversion, as provided in Section 12.3. In the case of any Security which is converted in part onlyconfirmed by written receipt and (iii) if delivered by DWAC, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securitydeposit into Purchaser’s brokerage account.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable following the Conversion Date, the Holder of any Security to be converted shall surrender to Issuers will deliver, directly or through the Company such SecurityConversion Agent, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount in cash (the "Cash Amount") equal to the interest payable on such Interest Payment Date on Initial Principal Amount at Maturity of the principal amount of Securities being surrendered for conversion. Except as provided in The difference, if positive, between the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account Conversion Value and the Initial Principal Amount at Maturity of any interest accrued on the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or on account from time to time, by an instrument in writing signed by the Issuers, by delivering to a Converting Holder, in addition to the Cash Amount, either (i) an amount in cash equal to the Premium or (ii) the number of any dividends whole shares of Common Stock equal to the quotient of (x) the Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities could be converted by action of the Holder, at the written request of a Holder, the Company will, within five calendar days of receipt of such request, notify such Holder whether the Premium will be satisfied in cash or Company Common Stock issued upon conversionas aforesaid. Securities Any such notice by the Company will be irrevocable for 60 calendar days (or such longer period as the Company may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company in this paragraph will be made or given by delivery of written notice to the Trustee as herein provided and to the Holder. In the event that the Issuers elect to satisfy the Premium with Common Shares, the person in whose name the certificate is registered shall be deemed to have been converted immediately prior to treated as a stockholder of record on and after the close of business on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued and payable Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with any payment cash or Common Stock in lieu respect of any fraction the Premium, in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered."

Conversion Procedure. In order to exercise the conversion privilegeprivilege under this Section 5, the Holder holder of any Security shares of Series __ Preferred Stock to be converted shall surrender give written notice to the Company Corporation at its principal office that the holder elects to convert such Security, duly endorsed shares of Series __ Preferred Stock or assigned to the Company or in blank, at any office or agency a specified portion thereof into shares of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form Common Stock as set forth in such notice (the Security (except in the case “Conversion Notice”, and such date of a depositary of a Global Security, for which the customary procedures delivery of the depositary will applyConversion Notice to the Corporation, the “Conversion Notice Delivery Date”). Securities surrendered for The holder shall not be required to deliver the original certificate representing the Series __ Preferred Stock (the “Series __ Certificate”) in order to effect a conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionhereunder. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, Execution and at such time the rights delivery of the Holders Conversion Notice with respect to less than all of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of the Series __ Preferred Stock shall have the same effect as cancellation of the original Series __ Certificate and issuance of a new Series __ Certificate evidencing the ownership of the remaining number of Series __ Preferred Stock. On or before the first (1st) Trading Day following the date on which the Corporation has received a Conversion Notice, the Corporation shall transmit by facsimile an acknowledgment of confirmation of receipt of such Conversion Notice to the holder and the Corporation’s transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Corporation has received such Conversion Notice (the “Share Delivery Date”), the Corporation shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder is entitled pursuant to such conversion 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 dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in the Corporation’s share register in the name of the holder or its designee, for the number of shares of Common Stock to which the holder is entitled pursuant to such conversion. Upon delivery of the Conversion Notice, together the holder shall be deemed for all corporate purposes to have become the holder of record of the shares of Common Stock with respect to which the shares of Series __ Preferred Stock have been converted, irrespective of the date such shares of Common Stock are credited to the holder’s DTC account or the date of delivery of the certificates evidencing such shares of Common Stock, as the case may be. If a Series __ Certificate is submitted in connection with any payment conversion and the number of shares of Series __ Preferred Stock represented by such certificate submitted for conversion is greater than the number of shares of Series __ Preferred Stock being converted, then the Corporation shall as soon as practicable and in lieu no event by no later than three (3) Trading Days after any conversion and at its own expense, issue a new Series __ Certificate representing the number of shares of Series __ Preferred Stock held by the holder immediately prior to submitting the Conversion Notice, less the number of shares of Series __ Preferred Stock being converted.. The Corporation shall pay any fraction and all transfer taxes which may be payable with respect to the issuance and delivery of shares of Common Stock upon conversion of the Series __ Preferred Stock. For purposes of this Certificate of Designation, (i) a share“Trading Day” means (A) a day on which the Common Stock is traded on a Trading Market (as defined below), or (B) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded on the over the counter market, as provided in Section 12.3. In reported by the case of any Security which OTC Bulletin Board (the “Bulletin Board”), or (C) if the Common Stock is converted in part only, upon such conversion not quoted on the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyBulletin Board, a new Security day on which prices for the Common Stock are reported on the OTCQB published by OTC Market Group, LLC (or Securities any similar organization or agency succeeding to its functions of reporting prices); provided, that in the applicable series of authorized denominations event that the Common Stock is not listed, quoted or reported as set forth in aggregate principal amount equal to (A), (B) and (C) hereof, then Trading Day shall mean a business day and (ii) “Trading Market” means the unconverted portion of following markets or exchanges on which the principal amount of such SecurityCommon Stock is listed or quoted for trading on the date in question: the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the New York Stock Exchange or the NYSE MKT, LLC.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security in the form attached hereto in Exhibit A and deliver such notice to a Conversion Agent, (b) if certificated, surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as practicable after the Conversion Date, but no later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.25.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such the next succeeding Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) also be accompanied by payment in New York Clearing House immediately available funds or other funds acceptable to the Company of an amount equal to the interest interest, including Contingent Interest, if any, payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company; provided, however, that no such payment by the Holder converting their Securities being surrendered for conversionneed be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in the immediately preceding sentencethis Section 5.2, no payment or adjustment shall will be made upon for accrued interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on an interest payment record date to receive the day of surrender of interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Securities for conversion Security on the related Interest Payment Date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. As promptly as practicable following the surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during Following the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder through the Conversion Agent, in accordance with Section 11.20 a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officers' Certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, the increases in variable principal amount and accrued cash interest attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the increases in variable principal amount and accrued cash interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversion shall be based on the aggregate Original Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on March 21, 2023, (b) the Security being called for redemption may be xxxxxxxxxxx xxx xxnversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Original Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder ----------------------------------- must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day of the Conversion Date. Within two Business days following the Conversion Date, the Company shall deliver to the applicable Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have delivered such notice previously pursuant to Section 3.04. If the Company shall have notified the Holder that all of such Security shall be converted into shares of common stock, the Company shall deliver to the Holder, through the Conversion Agent, no later than the fifth Business Day following the Conversion Date, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the last sentence in the second paragraph of Section 11.01, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in the last sentence in the second paragraph of Section 11.03, the Company may not change its election with respect to the consideration to be converted shall surrender to delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the Person in whose name the certificate representing such Securityshares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, duly endorsed or assigned to however, that no surrender of a Security on any date when the Company or in blank, at any office or agency stock transfer books of the Company maintained shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (and original issue discount, as computed for United States federal income tax purposes pursuant to Section 9.21.275-4(b) of the Treasury Regulations) attributable to the period from the Issue Date to, accompanied by written notice but excluding, the Conversion Date and (except as provided below) that portion of conversion accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in substantially Section 10.01, that portion of accrued interest attributable to the form set forth period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, the Conversion Date) with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Security being converted pursuant to the provisions hereof; and such cash, if any, and/or the fair market value of such shares of Common Stock (except together with any such cash payment in lieu of fractional shares) shall be treated as delivered pro rata, to the case of a depositary of a Global Securityextent thereof, first in exchange for which the customary procedures Original Issue Discount (and original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.275-4(b) of the depositary Treasury Regulations) and cash interest (or interest, if the Company has exercised its option provided for in Section 10.01) accrued to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid cash interest will apply)be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable or cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. Securities surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such the next Interest Payment Date shall (Date, except in the case of for Securities or portions thereof which have been called for redemption to be redeemed on a Redemption Date date within such period) this period or on the next Interest Payment Date, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date that the Holder is to receive on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the where Securities surrendered for conversion or exchange must be accompanied by payment as described above, the Company will not pay interest on account of any dividends Interest Payment Date subsequent to the Conversion Date. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the Common Stock issued upon conversionnext succeeding day that is not a Legal Holiday. Securities shall be deemed to have been converted immediately prior to the close of business on the day of Upon surrender of such Securities for conversion a Security that is converted in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datepart, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (i) complete and manually sign the conversion privilegenotice attached to the Security and deliver such notice to the Conversion Agent, (ii) surrender the Holder of any Security to be converted shall surrender to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) execute any investment letters or other documents required by the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.24.16, accompanied by written notice and (v) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of conversion in substantially those requirements is the form set forth in "Conversion Date." On such date, the rights of the Holder as a Holder of the Security (except in or portion thereof converted shall cease. As soon as practicable after the case of a depositary of a Global SecurityConversion Date, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Company shall deliver to the opening Holder through the Conversion Agent a certificate for the number of business on such Interest Payment Date shall (except whole shares of Common Stock issuable upon the conversion and cash in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account lieu of any interest accrued on fractional shares pursuant to Section 4.03. The person in whose name the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a shareholder of business record on the day of Conversion Date; provided, however, that no -------- ------- surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at and after the close of business on the next succeeding day on which such time. As promptly as practicable on or after stock transfer books are open; provided, further, that such conversion shall be at the conversion date-------- ------- rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company shall issue and shall deliver had not been closed. Payment of accrued interest on a converted Security will be made to the Conversion Date on the next succeeding interest payment date. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security (or any portion thereof), a Holder must satisfy the conversion privilege, requirements of PARAGRAPH 9 of the Securities. As soon as practicable (and in no event later than three Trading Days) following the date (the “Conversion Date”) on which the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for satisfies all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion datethose requirements, the Company shall issue and shall deliver at such office or agency to the Holder through the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3PARAGRAPH 9 of the Securities, and, a check or wire transfer of immediately available funds for payment of accrued and unpaid interest (including Additional Interest) on the principal amount of Securities being converted to but excluding the Conversion Date. In On and after the case Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of the Security to be converted shall terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the extent such Securities are deemed to have been so converted or such Holder is so deemed to be a shareholder of record. If the Company fails to issue and deliver, or cause to be issued and delivered though the Conversion Agent, to a Holder (or such Holder’s nominee or nominee), certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon conversion of any Securities on or prior to the date which is three Trading Days after the Conversion Date, and if on or after such date such Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the shares of Common Stock which such Holder anticipated receiving upon conversion, then the Company shall, within three Business Days after such Holder’s request therefore, (a) pay in cash to such Holder the amount by which (i) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the amount obtained by multiplying (x) the number of shares of Common Stock required to be issued and delivered upon such conversion, by (y) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of such Holder, either reinstate the Security (or portion thereof) and equivalent number of shares of Common Stock for which such conversion was not timely honored, or deliver to the Holder the number of shares of Common Stock that should have been issued and delivered upon conversion as required by the terms hereof. If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon such conversion shall be based on the total principal amount of all Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the holder satisfies all of those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder of any Security to be converted Company shall surrender deliver to the Company holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5.03. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such Securitydate, duly endorsed or assigned such person's rights as a Noteholder with respect to the Company or in blankconverted Security shall cease; provided, at however, that no surrender of a Security on any office or agency date when the stock transfer books of the Company maintained pursuant shall be closed shall be effective to Section 9.2constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, accompanied by written notice but such surrender shall be effective to constitute the person entitled to receive such shares of conversion in substantially Common Stock as the form set forth in the Security (except in the case stockholder of a depositary of a Global Security, record thereof for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Regular Record Date next preceding any Interest Payment Date holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case holder of Securities or portions thereof which have such Security on such record date. In such event, unless such Security has been called for redemption on a Redemption Date within or prior to such period) interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversionportion so converted. Except as provided in If a holder converts more than one Security at the immediately preceding sentencesame time, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full whole shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, holder a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal the Conversion Date within one Business Day of the Conversion Date. The Company shall deliver to the interest payable on such Interest Payment Date on Holder, through the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentenceConversion Agent, no payment or adjustment shall be made upon any conversion on account of any interest accrued on later than the Securities surrendered for conversion or on account of any dividends on fifth Business Day following the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisionsConversion Date, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and cash in lieu of any fraction fractional share determined pursuant to Section 10.03. The Person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in Section 12.3this Article 10. In the case On conversion of any Security which is converted in part onlya Security, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted that portion of the principal amount of such Security.Accrued Original Issue Discount and original issue discount, as imputed for United States federal income tax purposes pursuant to

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversionthe conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 1303. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion or exchange of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a LYON, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the LYON through the Conversion Date with respect to the converted LYON shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares pursuant to Section 1303) for the LYON being converted pursuant to the provisions hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued for the Issue Price of the LYON being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount at Maturity of the Securities converted. If the last day on which a Security may be converted is not a Business Day, the Security may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal at Maturity to the unconverted portion of the principal amount Security surrendered. A Holder may surrender for conversion a Security called for redemption at any time prior to the close of business on the second Business Day prior to any Redemption Date, even if it is not otherwise convertible at such Securitytime. A Security for which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice as described above requiring the Company to purchase the Security may be surrendered for conversion only if such notice is withdrawn in a timely manner in accordance with the terms of this Indenture. The Conversion Rate will not be adjusted for accrued Original Issue Discount. A certificate for the number of full shares of Common Stock into which any Security is converted, together with any cash payment for fractional shares, will be delivered through the Conversion Agent as soon as practicable following the Conversion Date.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (i) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "CONVERSION DATE". As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.210.05; provided, accompanied by written notice of conversion in substantially the form set forth however, that in the Security (except event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall deliver to the Holder through the Conversion Agent such cash and/or Common Stock as shall be specified in the case of a depositary of a Global Security, for which Principal Value Conversion Notice pertaining to such Principal Value Conversion. The person in whose name the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities certificate is registered shall be deemed to have been converted immediately prior to the close be a stockholder of business record on the day of Conversion Date; provided, however, that no surrender of such Securities for conversion in accordance with a Security on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Securities as Holders Company shall cease, and be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any, or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security (provided that the shares of Common Stock received upon conversion of Securities shall continue to accrue Liquidated Damages, as applicable, in accordance with the Registration Rights Agreement and after shall be entitled to receive, at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such timeconversion, the interest or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. As promptly as practicable In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or after if such Security is surrendered for conversion on the conversion interest payment date. If the Company defaults in the payment of interest or Liquidated Damages, if any, payable on the interest payment date, the Company Conversion Agent shall issue and shall deliver repay such funds to the Holder. If a Holder converts more than one Security at such office or agency a certificate or certificates for the same time, the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements set forth herein and in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). Except as otherwise provided below, the Issuer shall deliver to the Holder through the Conversion Agent as soon as practicable after the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional Share determined pursuant to Section 9.211.03. Within two Business Days following the Conversion Date, accompanied by the Issuer shall deliver to the Holder, through the Conversion Agent, written notice of conversion whether such Security shall be converted into Shares or paid in substantially cash, unless the form set forth in Issuer shall have delivered such notice previously pursuant to Section 3.03. If the Issuer shall have notified the Holder that all of such Security (except in shall be converted into Shares, the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Issuer shall deliver to the opening Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a certificate for the number of business on such Interest Payment Date shall (except Shares issuable upon the conversion and cash in the case lieu of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable any fractional share determined pursuant to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionSection 11.03. Except as provided in the immediately preceding sentenceproviso to the fifth paragraph of Section 11.01, no payment if the Issuer shall have notified the Holder that all or adjustment a portion of such Security shall be made paid in cash, the Issuer shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of Shares issuable upon any the conversion on account and cash in lieu of any interest accrued on fractional share determined pursuant to Section 11.03. Except as provided in the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior proviso to the close fifth paragraph of business on Section 11.01, the day Issuer may not change its election with respect to the consideration to be delivered upon conversion of surrender of such Securities for conversion a Security once the Issuer has notified the Holder in accordance with this paragraph. If Shares are delivered as consideration, then the foregoing provisionsPerson in whose name the certificate representing the Shares issuable upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, and at such time however, that no surrender of a Security on any date when the rights stock transfer books of the Holders of such Securities as Holders Issuer shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the Common Stock issuable Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after Shares on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the Company Person or Persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall issue be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Issuer had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security and such Security shall deliver at such office or agency a certificate or be cancelled and no longer Outstanding. The delivery by the Issuer to the Holder through the Conversion Agent of certificates for the number of full shares of Common Stock Shares issuable upon conversiona conversion of a Security under the circumstances set forth in the preceding paragraph (together with the surrender of the associated Trust Guarantee) shall be effected in the manner set forth in this paragraph. Upon the surrender by a Holder of the applicable Corporation Note or portion thereof to the Issuer in accordance with Section 11.01, in the circumstances when conversion rights are exercisable and a Trust Assumption Event has not occurred, the Issuer shall issue to the Holder the Conversion Number of Corporation Shares and will cause the Conversion Number of Class B Shares to be issued to the Holder from the Trust by paying to the Trust the fair value (as such value is determined by the Issuer and the Trust) of the Conversion Number of Class B Shares issuable upon exercise of conversion rights and directing the Trust to issue, on behalf of the Issuer, such Class B Shares to the Holder, subject to the surrender by the Holder of the Trust Guarantee (insofar as it relates to the portion of the Holder's Securities being converted), which shall be deemed to be surrendered to the Trust simultaneously with the receipt of the Conversion Number of Class B Shares. As between the Holder and the Trust, the Holder need only surrender the Trust Guarantee to the Trust as provided in the preceding sentence to receive the Conversion Number of Class B Shares from the Trust, provided that the conversion rights are then exercisable and the Trust Assumption Event has not occurred and the Holder has satisfied all requirements for a conversion of a Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in this Article 11. On conversion of a Security, (a) that portion of accrued interest attributable to the period from the later of the Issue Date and the date on which interest was last paid through the Conversion Date with respect to the converted Security and accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security and (b) that portion of accrued but unpaid interest income, as computed for federal income tax purposes, with respect to the converted Security ("Security Conversion Tax Interest"), shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Shares (together with the cash payment, if any, in lieu of fractional Shares) and cash, if any, in exchange for the Security being converted pursuant to the provisions hereof; and such cash and the fair market value of such Shares (together with any such cash payment in lieu of any fraction fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for interest and Contingent Interest and Security Conversion Tax Interest accrued through the Conversion Date, and the balance, if any, of such cash and the fair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of Shares issuable or the amount of cash paid upon the conversion shall be based on the total Principal Amount of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, requirements in paragraph 8 of the Securities. The date on which the Holder of any Security to be converted shall surrender to Securities satisfies all those requirements is the Company such Security, duly endorsed or assigned to conversion date (the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion date, Conversion Date the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment the conversion and Cash in lieu of any fraction fractional share determined pursuant to Section 10.03. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; provided, however, that no surrender of a shareSecurity on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.3this Article 10. In On conversion of a Security, that portion of accrued Original Issue Discount attributable to the case period from the Issue Date of any the Security which to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must --------------------- satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in a certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Tax Original Issue Discount and Accrued Original Issue Discount attributable to the period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Tax Original Issue Discount and Original Issue Discount accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on the Business Day immediately proceeding May 23, 2031, (b) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the credit downgrade as more fully described in paragraph 9 of the Security, (c) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security (except is the conversion date. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion during in accordance with the period Applicable Procedures as in effect from time to time. Except as provided in this paragraph, no Holder of a Security will be entitled upon conversion of the Security to any actual payment or adjustment on account of accrued and unpaid interest on the Security or on account of dividends on shares of Common Stock issued in connection with the conversion. If any Holder surrenders a Security for conversion between the close of business on any Regular Record Date next preceding any Interest Payment Date to record date for the payment of an installment of interest and the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by related interest payment in New York Clearing House funds or other funds acceptable date, the Holder must deliver payment to the Company of an amount equal to the interest payable on such Interest Payment Date the interest payment date on the principal amount converted together with the Security being surrendered; provided, however, that no such payment is required with respect to Securities called for redemption on a Redemption Date or subject to a Change of Securities being surrendered for conversion. Except as provided in Control Company Notice with a Final Surrender Date within the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to period between the close of business on the day of surrender of such Securities for conversion in accordance with interest record date and interest payment date. If a Holder converts more than one Security at the foregoing provisionssame time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock issuable upon conversion, together with any payment is to be issued in lieu of any fraction the name of a sharePerson other than the Holder thereof, as provided and the restrictions on transfer of such Security set forth in Section 12.3the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. In the case Upon surrender of any a Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order Before Holder shall be entitled to exercise the conversion privilegeconvert this Note into shares of Common Stock, the Holder of any Security to be converted it shall surrender this Note, duly endorsed, to the Company such Security, duly endorsed or assigned (subject to the Company or in blank, at any office or agency Section 6(e) of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except Note Purchase Agreement in the case of loss, theft, destruction or mutilation of the Note) along with a depositary written notice of a Global Security, for the election to convert the same pursuant to this Section 8 and the name or names in which the customary procedures certificate or certificates for the shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the depositary will apply). Securities surrendered for number of shares to which Holder shall be entitled upon such conversion during (bearing such legends as are required by the period from Note Purchase Agreement and applicable state and federal securities laws in the close opinion of business on any Regular Record Date next preceding any Interest Payment Date counsel to the opening Company), together with any other securities and property to which Holder is entitled upon such conversion under the terms of business on such Interest Payment Date shall (except this Note, including a check payable to Holder for any cash amounts payable as described in Section 8(d), and if the case of Securities or portions thereof which have been called for redemption on Note is converted only in part, together with a Redemption Date within such period) be accompanied by payment replacement Note in New York Clearing House funds or other funds acceptable to the Company of an a principal amount equal to the interest payable on such Interest Payment Date unconverted portion of the Note but otherwise in like tenor and dated the date of the original Note. The Company shall keep in its register of Notes a record of the number of shares into which any Note has been converted and the remaining principal balance (if any) on the principal amount Note. Any conversion of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities this Note shall be deemed to have been converted made simultaneously with the closing of the transactions contemplated by the Common Stock Purchase Agreement if conversion is conditioned upon such closing or, if otherwise converted, immediately prior to the close of business on the day date of the surrender of such Securities for conversion in accordance with the foregoing provisionsthis Note, and at on and after such time date the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock shares issuable upon such conversion shall be treated for all purposes as the record holder or holders Holder of such Common Stock at shares and after a purchaser of such time. As promptly as practicable on or after shares under the conversion date, the Company shall issue Note Purchase Agreement and shall deliver at such office or agency a certificate or certificates for be bound by the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense terms of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such SecurityNote Purchase Agreement.

Conversion Procedure. In order to exercise To convert a Security a Holder must (1) complete and sign the conversion privilegenotice on the back of the Security, (2) surrender the Security to the Company, (3) furnish the endorsements and transfer documents required by the Company and (4) pay any transfer or similar tax required. The date on which the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or satisfies all those requirements in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case respect of a depositary Security is the conversion date of a Global that Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable is reasonably practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The Person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. No payment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Article 1 hereof) unless at the time of conversion such Security has been called for redemption pursuant to Article 4 hereof, in which case the Holder of such Security shall be entitled to interest accrued thereon to the date of conversion. Upon conversion, together with no payment or adjustment will be made for dividends or distributions on any payment in lieu Common Stock issued upon conversion of any fraction Security. If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where the Company is located, the Security may be surrendered to the Company on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date The Conversion Agent shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to notify the Company of an amount equal to the interest payable on such Interest Payment Conversion Date on within one Business Day following the principal amount of Securities being surrendered for conversionConversion Date. Except as provided in Within two Business Days following the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and deliver to the Holder, through the Trustee, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 3.3 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver at such office or agency to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon conversionthe conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, if the Company shall have notified the Holder that all or a portion of such Security shall be paid in cash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 12.3 hereof. Except as provided in the last sentence in the third paragraph of Section 12.1 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 12. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through but not including the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof (except to the extent that semiannual and contingent interest are paid in cash as provided in paragraph 9 of the Securities); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion at any time during the applicable calendar quarter, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day; but in each of (a), (b), (c) and (d) above, in no event later than the close of business on June 2, 2033. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements in paragraph 11 of the Securities. The date on which the Holder satisfies all those requirements is the "CONVERSION DATE". As soon as practicable following the Conversion Date, the Company shall deliver to exercise the Holder through the Conversion Agent a certificate for the number of full Common Shares issuable upon the conversion privilege, the Holder and a check in lieu of any Security to fractional share. The person in whose name the certificate is registered shall be converted shall surrender treated as a shareholder of record on and after the Conversion Date. Except as described below and in the Registration Rights Agreement with respect to the Company such SecurityAdditional Interest Amount (as defined therein), duly endorsed no payment or assigned adjustment will be made for accrued interest on a converted Security or for dividends on any Common Shares issued on or prior to the Company or in blank, at conversion. If any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such Interest Payment Date conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities or portions thereof which have been called such Security on such record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Trustee on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as provided portion so converted; provided, further, however, that such payment to the Trustee described in the immediately preceding sentence, no payment or adjustment proviso shall not be made upon required in connection with any conversion of a Security called for redemption pursuant to Sections 304 or 308 hereof on account a redemption date that is after a record date for the payment of any interest accrued and on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on before the day of surrender of such Securities for conversion in accordance with that is one Business Day following the foregoing provisionscorresponding interest payment date. 45 If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the total principal amount of any fraction the Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements of paragraph 9 of the Securities. As soon as practicable following the date (the “Conversion Date”) on which the Holder satisfies all those requirements, the Company shall deliver to exercise the conversion privilegeHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in Paragraph 9 of the Securities, and a check for the amount of cash payable in lieu of any fractional share. On and after the Conversion Date, the person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of any the Security to be converted shall surrender terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the Company extent such Security, duly endorsed Securities are deemed to have been so converted or assigned such Holder is so deemed to be a shareholder of record. Except as provided in the Company Securities or in blankthis Article X or in Article III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of record of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as portion so converted; provided further, however, that such payment to the Conversion Agent described in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account proviso in respect of any interest accrued on the Securities a Security surrendered for conversion or on account shall not be required if such Security is called for Redemption pursuant to Section 3.4 and paragraphs 6 of any dividends on the Common Stock issued upon conversion. Securities Securities; provided further, that, if the Company shall be deemed to have been converted immediately have, prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 (it being understood that nothing in accordance with this Section 10.3 shall affect the foregoing provisionsCompany’s obligations under Section 2.12). If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu such conversion shall be based on the total principal amount of any fraction all Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete Part I of and manually sign the conversion privilegenotice on the back of the Security (the “Conversion Notice”) and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “Conversion Date”. As soon as practicable after the Conversion Date, Parent shall deliver to the Holder through a Conversion Agent the number of ADSs issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional ADSs pursuant to Section 9.25.03. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with Applicable Procedures as in effect from time to time. The Conversion Agent shall use commercially reasonable efforts to procure the completion of Part II of the Conversion Notice by the Holder who converts a Security. The Conversion Agent shall promptly, but in no event later than two Business Days following the Conversion Date, deliver a copy of such duly completed Conversion Notice to the ADS Depositary, the Custodian (as defined in the Deposit Agreement), the Company and counsel to the Company. As soon as practicable after the Conversion Date, Parent shall, on behalf of such Holder, deliver to and deposit with the ADS Depositary or its custodian, in accordance with the applicable terms and conditions of the Deposit Agreement, such number of Ordinary Shares represented by the number of ADSs such Holder will receive upon conversion, based on the applicable Ordinary Share-to-ADS ratio then in effect. Such Ordinary Shares will be registered in the name of the ADS Depositary or its nominee. Subject to compliance with the terms of the Deposit Agreement, the ADS Depositary will issue such number of ADSs representing the deposited Ordinary Shares to such Holder. The ADS Depositary or its nominee shall be deemed to be the registered holder of the Ordinary Shares represented by the ADSs issued upon conversion on the date it is registered as such in Parent’s share register. Upon conversion of a Security, a Holder shall no longer be considered a Holder of such Security. No payment or adjustment will be made for dividends or distributions on Ordinary Shares issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption are subject to purchase following a Change of Control on a Redemption Date within date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 5.02, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock same time, the number of ADSs issuable upon the conversion shall be treated for all purposes as based on the record holder or holders aggregate principal amount of such Common Stock at and after such timeSecurities converted. As promptly as practicable on or after the conversion dateUpon surrender of a Security that is converted in part, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversionexecute, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) satisfy any additional requirement under paragraph 6 of the Security, if any. The date on which the Holder satisfies all of any Security to be converted shall surrender to those requirements is the Company such “Conversion Date.” Upon conversion of the Security, duly endorsed Brocade may choose to deliver shares of Common Stock, cash or assigned to the Company or in blank, at any office or agency a combination of the Company maintained pursuant to Section 9.2, accompanied by written notice shares of conversion in substantially the form Common Stock and cash as set forth in Section 4.14. Anything herein to the Security (except contrary notwithstanding, in the case of a depositary Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. Each conversion shall be deemed to have been effected as to any Security (or portion thereof) as of the close of business on the later of (i) the Conversion Date, (ii) the expiration of the Cash Settlement Notice Period, or (iii) if the Company elects to pay cash in lieu of Common Stock pursuant to Section 4.14, the expiration of the Cash Settlement Averaging Period, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the shares represented thereby; provided, however, that in case of any such surrender of a Global Security on any date when the stock transfer books of Brocade shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. No payment or adjustment will be made for dividends or distributions on Common Stock issued upon conversion of a Security. Except as otherwise provided in this paragraph, no payment or adjustment will be made for which the customary procedures of the depositary will apply)accrued interest on a converted Security. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called presented for redemption purchase upon a Change in Control on a Redemption Change in Control Purchase Date within during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as provided If the Company defaults in the immediately preceding sentencepayment of interest payable on such interest payment date, no payment or adjustment the Company shall be made upon promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount Security surrendered. For the avoidance of such Securitydoubt, settlement for any conversion of a Security shall be on the first Business Day following the Cash Settlement Averaging Period.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been called for redemption or presented for purchase upon a Change in Control on a Redemption Date within or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements set forth herein and in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). Except as otherwise provided below, the Issuer shall deliver to the Holder through the Conversion Agent as soon as practicable after the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional Share determined pursuant to Section 9.211.03. Within two Business Days following the Conversion Date, accompanied by the Issuer shall deliver to the Holder, through the Conversion Agent, written notice of conversion whether such Security shall be converted into Shares or paid in substantially cash, unless the form set forth in Issuer shall have delivered such notice previously pursuant to Section 3.03. If the Issuer shall have notified the Holder that all of such Security (except in shall be converted into Shares, the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date Issuer shall deliver to the opening Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a 66 certificate for the number of business on such Interest Payment Date shall (except Shares issuable upon the conversion and cash in the case lieu of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable any fractional share determined pursuant to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversionSection 11.03. Except as provided in the immediately preceding sentenceproviso to the fifth paragraph of Section 11.01, no payment if the Issuer shall have notified the Holder that all or adjustment a portion of such Security shall be made paid in cash, the Issuer shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of Shares issuable upon any the conversion on account and cash in lieu of any interest accrued on fractional share determined pursuant to Section 11.03. Except as provided in the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior proviso to the close fifth paragraph of business on Section 11.01, the day Issuer may not change its election with respect to the consideration to be delivered upon conversion of surrender of such Securities for conversion a Security once the Issuer has notified the Holder in accordance with this paragraph. If Shares are delivered as consideration, then the foregoing provisionsPerson in whose name the certificate representing the Shares issuable upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, and at such time however, that no surrender of a Security on any date when the rights stock transfer books of the Holders of such Securities as Holders Issuer shall cease, and be closed shall be effective to constitute the Person or Persons entitled to receive the Common Stock issuable Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after Shares on such time. As promptly as practicable on or after the conversion date, but such surrender shall be effective to constitute the Company Person or Persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall issue be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Issuer had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security and such Security shall deliver at be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Issuer has exercised the option provided for in Section 10.01, the later of (x) the date of such office exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security and accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, extinguished or agency a certificate or certificates forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the number Security being converted pursuant to the provisions hereof; and the fair market value of full shares of Common Stock issuable upon conversion, such Shares (together with any such cash payment in lieu of any fraction fractional Shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Issuer has exercised its option provided for in Section 10.01) and Contingent Interest accrued through the Conversion Date, and the balance, if any, of the fair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of Shares issuable or the amount of cash paid upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Security may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday. 67 Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in paragraph 8 of the Security (except Securities. The first date on which the Holder satisfies all those requirements in the case respect of a depositary of a Global Security, for which Security is the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such timedate. As promptly soon as practicable practical on or after the conversion date, the Company shall issue and shall deliver at such office or agency through the Conversion Agent a certificate or certificates for the number of full shares of Common GGD Stock issuable upon conversionthe conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.04(b) hereof), or for dividends or distributions on any GGD Stock issued upon conversion of any Security. If a Holder converts more than one Security which at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If GGD Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding business day that is not a Legal Holiday with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order to exercise To convert a Convertible Note, a Holder must (a) complete and manually sign a conversion notice in substantially the conversion privilege, form included in the Holder form of any Security to be converted shall surrender Convertible Notes set forth in Exhibit A hereto and deliver such notice to the Company such SecurityConversion Agent at its own expense, (b) surrender the Convertible Note to the Conversion Agent duly endorsed or assigned to the Company or in blank, at (c) furnish appropriate endorsements and transfer documents (if any) required by the Registrar or the Conversion Agent, and (d) pay any office required transfer or agency similar tax and make any other required payment. The date on which the Holder satisfies all of those requirements is the "Conversion Date." Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder of any required amount in accordance with Section 13.2, the Conversion Agent shall (i) verify that the conversion notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Company maintained pursuant to Section 9.2, accompanied by written notice Holder of conversion in substantially the form such Convertible Note named therein and (ii) set forth out in the Security conversion notice (except A) the deposit date and the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)deposited Convertible Note, (B) the Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. Securities surrendered for The Conversion Agent shall reject such deposited Convertible Note if the conversion during the period from the close notice in respect of business on any Regular Record Date next preceding any Interest Payment Date which has not been duly completed in accordance with its terms or does not purport to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption signed by or on a Redemption Date within behalf of the Holder of such period) be accompanied Convertible Note named therein. The Conversion Agent shall send by payment in New York Clearing House funds or other funds acceptable facsimile to the Company a copy of an amount equal the conversion notice as soon as practicable, but in any event no later than two Business Days, following such verification, and shall send by post, to the interest payable on Company the original conversion notice as soon as practicable following any such Interest Payment Date on request by the principal amount Company in writing. On deposit of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no a Convertible Note and a conversion notice (and payment or adjustment shall be made upon any conversion on account by a converting Holder of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion required amount) in accordance with Section 13.3, the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, Convertible Note and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at Conversion Notice so deposited and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.any

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, including Contingent Cash Interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on May 14, 2032, (b) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) a credit downgrade may be surrendered for conversion until the close of business on any Business Day during the period of the continuance of the credit downgrade as more fully described in paragraph 9 of the Security, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security, a Holder must (a) complete and manually sign the conversion privilegenotice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional shares pursuant to Section 9.24.3. Anything herein to the contrary notwithstanding, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global SecuritySecurities, for which the customary procedures of the depositary will apply). conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion -------- ------- shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on the date during the period beginning at the close of business on a Redemption Date within regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in the immediately preceding sentencethis Section 4.2, no payment or adjustment shall will be made upon for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to Security is registered at the close of business on a record date to receive the day of surrender of interest payable on such Securities for conversion Security on the related interest payment date in accordance with the foregoing provisions, and at such time the rights terms of the Holders of such Securities as Holders shall cease, this Indenture and the Person or Persons entitled to receive Securities. If a Holder converts more than one Security at the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such same time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu the conversion shall be based on the aggregate principal amount of any fraction Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form requirements set forth in the Security (except in the case of a depositary of a Global Security, for Securities. The date on which the customary procedures of Holder satisfies all those requirements is the depositary will applyconversion date (the "Conversion Date"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 13.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security and such Security shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy the requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security is the conversion privilegedate. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of any a Security to be converted shall surrender to at the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency close of the Company maintained business on a record date pursuant to Section 9.22.03(b) hereof), accompanied by written notice or for dividends or distributions on any Common Stock issued upon conversion of any Security. If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted. If Common Stock is to be issued in substantially the form name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security (except remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the case of a depositary of a Global form attached to the Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date regular interest payment record date to the opening of business on such Interest Payment Date shall the next succeeding interest payment date (except in the case of excluding Securities or portions thereof which have been converted after February 1, 2011, the last record date, or (a) called for redemption on a Provisional Redemption Date within or (b) subject to purchase following a Fundamental Change Purchase Date, in each case of (a) or (b) occurring during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such periodinterest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities such Security then being surrendered for conversion. Except as provided in the immediately preceding sentenceconverted, no payment or adjustment and such interest shall be made upon any payable to such registered Holder notwithstanding the conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior such Security, subject to the close provisions of business on this Indenture relating to the day payment of defaulted interest by the Company. Upon surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of Security surrendered. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such Securitylast day.

Conversion Procedure. In order To convert a Security, a Holder must satisfy the requirements of Paragraph 9 of the Securities. As soon as practicable following the date (the “Conversion Date”) on which the Holder satisfies all those requirements, the Company shall deliver to exercise the conversion privilegeHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in Paragraph 9 of the Securities, and a check for the amount of cash payable in lieu of any fractional share. On and after the Conversion Date, the Person in whose name such certificate is to be registered shall be treated as a shareholder of record of the Company, and all rights of the Holder of any the Security to be converted shall surrender terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a shareholder of record of the Company, as provided in this paragraph, and then only to the Company extent such Security, duly endorsed Securities are deemed to have been so converted or assigned such Holder is so deemed to be a shareholder of record. Except as provided in the Company Securities or in blankthis Article X or in Article III, at no payment or adjustment will be made for accrued interest on, or additional interest with respect to, a converted Security or for dividends on any office Common Stock issued on or agency of the Company maintained pursuant prior to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the conversion. If any Holder surrenders a Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from after the close of business on any Regular Record Date next preceding any Interest Payment Date the record date for the payment of an installment of interest and prior to the opening related interest payment date, then, notwithstanding such conversion, the interest payable with respect to such Security on such interest payment date shall be paid on such interest payment date to the Holder of record of such Security at the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called record date; provided, however, that such Security, when surrendered for redemption on a Redemption Date within such period) conversion, must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of Securities being surrendered for conversion. Except as portion so converted; provided in further, that, if the immediately preceding sentenceCompany shall have, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the day of surrender Holder of such Securities Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 (it being understood that nothing in accordance with this Section 10.3 shall affect the foregoing provisionsCompany’s obligations under Section 2.12). If a Holder converts more than one Security at the same time, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu such conversion shall be based on the total principal amount of any fraction all Securities converted. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the principal amount of such SecuritySecurity surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 7 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion privilegedate (the "Conversion Date"). As soon as practicable after the Conversion Date, the Holder Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of whole shares of Parent Common Stock issuable upon the conversion and cash in lieu of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained fractional share determined pursuant to Section 9.21403. The Person in whose name the certificate is registered shall be treated as the stockholder of record as of the close of business on the Conversion Date. Upon conversion of a Security, accompanied by written notice such Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Parent Common Stock except as provided in this Article Fourteen. On conversion in substantially of a Security, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the form set forth Securities included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be), in each case through the Conversion Date, will be payable with respect to the converted Security and no such cash interest or amounts reflecting accretion of the Securities shall be deemed to be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Parent Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Parent Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Parent Common Stock (and any such cash payment) shall be treated as issued for the Accreted Principal Amount or the Restated Principal Amount (as the case may be) of the Security being converted pursuant to the provisions hereof. The Company will not adjust the conversion ratio to account for accrued and unpaid cash interest, if any, or for amounts reflecting accretion of the Securities included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be). If a Holder converts more than one Security at the same time, the number of shares of Parent Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted. If the last day on which a Security may be converted is a not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered on the next succeeding day that is a Business Day. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered. If a Holder submits a Security for conversion after the Company has elected to exercise its option to pay cash interest instead of accreting the principal amount of the Securities following a Tax Event, or if the Company is required to make a cash payment pursuant to an increased accretion rate, in either case between a record date and the opening of business on the next Interest Payment Date (except in the case for Securities or portions of Securities called for redemption on a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion Purchase Date occurring during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business a record date and ending on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of next Interest Payment Date, or if such Securities for conversion in accordance with Interest Payment Date is not a Business Day, the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or next Business Day after the conversion dateInterest Payment Date), such Holder shall pay to the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal an amount equal to cash interest payable on the unconverted portion of the converted principal amount of such Securityamount.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all requirements in the Securities or the Securities Resolution and (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Securities Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conversion of Securities not later than the fifth business day fol- lowing the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh business day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered If any Security is converted between the record date for conversion during the period from payment of interest and the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on succeeding interest payment date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such interest payment date to the registered holder of such Security on the immediately preceding sentencerecord date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for conversion interest, dividends or other distributions payable on account of any dividends security issued on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to If a Holder converts more than one Security at the close of business on same time, the day of surrender of such Securities for conversion in accordance with securities into which the foregoing provisions, and at such time Security is convertible issuable or cash payable upon the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company Trustee shall execute and authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a global Security is so surrendered the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, Depositary a new global Security or Securities of the applicable series of authorized denominations in aggregate principal amount a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. In order to exercise To convert a Security, a Holder must satisfy the requirements in paragraph 9 in the Securities. The date on which the Holder satisfies all those requirements is the conversion privilege, date (the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply"CONVERSION DATE"). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly soon as practicable on or after the conversion dateConversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall issue and shall deliver at such office or agency to the Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in an Officer's certificate delivered to the Conversion Agent. The Conversion Agent shall have no duties under this paragraph unless and until it has received such certificate. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have 55 been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book-entry delivery in accordance with paragraph 9 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount or cash interest attributable to the period from the Issue Date of the Security through the Conversion Date, with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued Original Issue Discount or cash interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any fraction such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion until the close of business on Xxxxx 00, 0000, (x) the Security being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (c) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next occurring Business Day following such day. Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyHolder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal Principal Amount at Maturity to the unconverted portion of the principal amount of such SecuritySecurity surrendered.

Conversion Procedure. In order to exercise the conversion privilege, the Holder Lender must provide written notice to the Borrower stating (i) that the Lender elects to convert the Loan, or any portion thereof, to Shares, and (ii) the name or names (with addresses) in which the certificates for the Shares issuable on such conversion will be issued. The Lender may only require the Borrower to issue Shares to a person or persons other than the Lender upon a conversion of the Loan, or any portion thereof, if such issuance is permitted under applicable securities legislation. If any of the Shares to be issued hereunder are to be issued to a person or persons other than the Lender such request will be accompanied by payment to the Borrower of any Security to tax which may be converted shall surrender payable by reason of the transfer and if requested by the Borrower, a legal opinion acceptable to the Company Borrower acting reasonably stating that such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by issuance is permitted under applicable securities legislation. The written notice of conversion in substantially of the form set forth Loan, or any portion thereof, to the Borrower will be deemed to constitute a contract between the Lender and the Borrower whereby: (i) the Lender subscribes for the number of Shares which it will be entitled to receive on such conversion; (ii) the Lender releases the Borrower from all liability thereon or from all liability with respect to that portion of the Loan thereof to be converted, as the case may be; and (iii) the Borrower agrees that the conversion of the Loan, or any portion thereof so converted, constitutes full payment of the subscription price for the Shares issuable upon such conversion. As promptly as is practicable after the delivery of the written notice of conversion the Borrower will issue or cause to be issued and deliver or cause to be delivered to the Lender, or on its written order, a certificate or certificates in the Security (except in the case of a depositary of a Global Security, for which the customary procedures name or names of the depositary person or persons specified in accordance with this Section 2 of this Schedule for the number of Shares deliverable upon the conversion of the Loan, or any portion thereof. This conversion will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted effected immediately prior to the close of business on the day date of surrender delivery of such Securities for the written notice of conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall ceaseLender to be paid the Loan, or any portion thereof so converted, will cease and the Person person or Persons persons in whose name or names any certificates for the Shares will be deliverable upon such conversion will be deemed to have become on such date the holder or holders of record of the Shares represented thereby; provided, however, that no such surrender on any date when the share transfer registers for the Shares are closed will be effective to constitute the person or persons entitled to receive the Common Stock issuable Shares upon such conversion shall be treated for all purposes as the record holder or holders of record of such Common Stock at and after Shares on such time. As promptly as practicable on or after the conversion date, but such surrender will be effective to constitute the Company shall issue and shall deliver at person or persons entitled to receive such office Shares as the holder or agency a certificate or certificates holders of record thereof for all purposes on the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security next succeeding day on which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securityshare transfer registers are open.

Conversion Procedure. In order to exercise To convert a Security a Holder must satisfy all applicable requirements in the Securities or the Board Resolution and, if required, (i) complete and manually sign the conversion privilege, notice (the Holder of any "Conversion Notice") provided for in the Board Resolution or the Security to be converted shall surrender (or complete and manually sign a facsimile thereof) and deliver such notice to the Company such Security, duly endorsed Conversion Agent or assigned to the Company or in blank, at any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) furnish appropriate endorsements and transfer documents, and (iv) pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. 66 The Company will complete settlement of any conversion of Securities not later than the fifth Business Day following the Conversion Date in respect of the Company maintained pursuant cash portion elected to Section 9.2, accompanied by written notice be delivered in lieu of conversion in substantially the form set forth in securities into which the Security (except is convertible and not later than the seventh Business Day following the Conversion Date in the case of a depositary of a Global Security, for which the customary procedures respect of the depositary will apply)portion to be settled in such securities. Securities surrendered for conversion during If any Security is converted between the period from the close of business on any Regular Record Date for the payment of interest and the next preceding any succeeding Interest Payment Date to the opening of business on Date, such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) Security must be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security converted on an Interest Payment Date need not be accompanied by any payment, and the interest on the principal amount of Securities the Security being surrendered for conversion. Except as provided in converted will be paid on such Interest Payment Date to the registered holder of such Security on the immediately preceding sentenceRegular Record Date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment shall will be made upon any on conversion on account of any for interest accrued on the Securities surrendered converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the securities into which the Security is convertible which are issuable upon such conversion or on account of any dividends on the Common Stock issued cash payable upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as based on the record holder or holders total principal amount of such Common Stock at and after such timethe Securities converted. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction Upon surrender of a share, as provided in Section 12.3. In the case of any Security which that is converted in part only, upon such conversion the Company shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver to for the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable same series of authorized denominations equal in aggregate principal amount equal to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Trustee shall authenticate and, if applicable, deliver to the depository a new Global Security of the same series in a denomination equal to and in exchange for the unconverted portion of the principal amount of such Securitythe Global Security so surrendered. If the last day on which a Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a legal holiday.

Conversion Procedure. In So long as any Trust Securities are outstanding, in order to exercise convert Securities into Common Stock, the Holder, or its authorized agent, shall, upon receipt of notice from the conversion privilegeagent under the Declaration of a notice of conversion thereunder, (i) elect to convert an equivalent aggregate principal amount of the Securities then held by it into shares of Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Securities to be converted and the name or names in which the shares of Common Stock are to be issued and (ii) deliver such Common Stock to the Property Trustee for distribution to the holders of the Trust Securities so converted. Upon such delivery, the Conversion Agent shall notify the trustee under the Xerox Funding Indenture of such conversion whereupon an equivalent aggregate principal amount of Xerox Funding Debentures shall be deemed to have been paid in full in accordance with the provisions of the Xerox Funding Indenture. On and after the date on which Trust Securities are no longer outstanding, if any Xerox Funding Debentures are outstanding, the Holder, or its authorized agent, shall, upon receipt of notice from the conversion agent under the Xerox Funding Indenture of a notice of conversion thereunder, (i) elect to convert an equivalent aggregate principal amount of the Securities then held by it into shares of Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Securities to be converted and the name or names in which the shares of Common Stock are to be issued and (ii) deliver such Common Stock to the trustee under the Xerox Funding Indenture for distribution to the holders of the Xerox Funding Debentures so converted. If any Trust Securities or Xerox Funding Debentures are outstanding, the Holder agrees that it will not elect to convert any of its Securities other than as provided above. On and after the date on which the Trust Securities and the Xerox Funding Debentures are no longer outstanding, in order to convert Securities into Common Stock, the Holder of any Security such Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Securities on behalf of such Holder, together, if the Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Securities to be converted shall surrender and the name or names, if other than the Holder, in which the shares of Common Stock are to be issued and (ii) direct the Company Conversion Agent to immediately convert such SecuritySecurities into Common Stock and, duly endorsed if applicable, other securities, cash or assigned to property (at the Company or Conversion Rate specified in blank, at the preceding paragraph) and any office or agency cash in lieu of the Company maintained any fractional share determined pursuant to Section 9.216.03. The Company will not make, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Securitynor will it be required to make, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentencepayment, no payment allowance or adjustment shall be made upon any conversion on account of any interest unpaid interest, whether or not in arrears, accrued on the Securities surrendered for conversion conversion, or on account of any accrued and unpaid dividends on the shares of Common Stock issued upon such conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of surrender of Conversion relating to such Securities for conversion is received by the Conversion Agent in accordance with the foregoing provisions, and at such time provisions (the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time"Conversion Date"). As promptly as practicable on or after the conversion dateConversion Date, the Company shall issue and shall deliver (or cause the transfer agent for the Common Stock to deliver) at such the office or agency of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with any payment the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the Notice of Conversion, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. The Person in whose name the certificate is registered shall be treated as a sharestockholder of record as of the close of business on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; and such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a holder of such Security. Holders of any Security at the close of business on any record date for any payment on such security will be entitled to receive the amount of such payment notwithstanding such Security having been converted following such record date but on or prior to such payment date. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in Section 12.3this Article XVI. In On conversion of a Security, that portion of accrued interest attributable to the case period from the Issue Date of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Security being converted pursuant to the provisions hereof. If the holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding Business Day that is not a Legal Holiday; provided, however, the Security shall be deemed to have been converted and surrendered as of such last day, notwithstanding the occurrence of a Legal Holiday on such day. Upon surrender of a Security that is converted in part onlypart, upon such conversion the Company shall execute execute, and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Companyholder, a new Security or Securities of the applicable series of in an authorized denominations denomination equal in aggregate principal amount equal to the unconverted portion of the principal amount Security surrendered. All shares of Common Stock delivered upon any conversion of any Restricted Security shall bear a restrictive legend substantially in the form of the legend required to be set forth on such SecurityRestricted Security and shall be subject to the restrictions on transfer provided by such legend and in Section 2.07(a) hereof.