Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided 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 Applicable 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityEach Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Securities, a the Holder must (i) if complete the Security is held in appropriate instruction form for conversion pursuant to the Depositary’s book-entry formconversion program, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar Company or the Trustee or Conversion Agent, and pay any transfer or other tax, taxes if required pursuant to Section 6.09. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Security to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any transfer taxes, duties or similar taxes payable by Section 9.03such Holder. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As soon as practicable, but in any event (i) in the immediately preceding sentencecase of a voluntary conversion by a Holder, if all such requirements shall have been satisfied by 11:00 a.m., New York timewithin three Business Days of the relevant Conversion Date and (ii) in the case of a Mandatory Conversion at the Company’s election pursuant to Section 6.10, on such day, and the Mandatory Conversion Date specified in all other casesthe Company Conversion Notice, the Company shall issue and shall deliver to the Holder at the office of the Conversion Date Agent, a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion in accordance with the provisions of this Article 6. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the next succeeding Business Day. (b) The Person Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, new Securities in whose name authorized denominations in an aggregate principal amount equal to the Security is registered unconverted portion of the surrendered Securities. Each conversion shall be deemed to be have been effected as to any Securities (or portion thereof) converted in a holder voluntary conversion by a Holder immediately prior to the Close of Business on the date on which the requirements set forth above in Section 6.02(b) have been satisfied as to such Securities (or portion thereof), or immediately prior to the Close of Business on the Mandatory Conversion Date for conversions pursuant to Section 6.10; provided, however, that 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 as of the relevant Conversion Date or the Mandatory Conversion Date, as the case may be, the Holder of record on of the Conversion Dateshares of Common Stock represented thereby; provided further, that no in case of any such surrender of a Security on any date when the stock share transfer books of the Company shall be closed closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be effective deemed to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as have become 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 Holder thereof for all purposes at the close of business on the next succeeding day on which such stock share transfer books are open; provided further that , but such conversion shall be at the Applicable Conversion Rate in effect on the date that upon which such Security Securities 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 Securitysurrendered. (cd) No payment Upon the conversion of an interest in Global Securities, the Trustee (or adjustment other Conversion Agent appointed by the Company) shall be made for accrued but unpaid interest make a notation on a converted Security or for dividends or distributions on such Global Securities as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each share certificate representing shares of Common Stock issued upon conversion of a Security. The Company the Securities that are Restricted Securities shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business bear appropriate legends regarding restrictions on the next interest payment date, including the Maturity Date, Holders transfer of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment Common Stock comparable to the Conversion Agent those set forth in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderSection 2.02. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent. (ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event. (iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares. (iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder: (a) To convert a Security, a Holder notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must (i) if be surrendered at the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back office of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day.Company; (b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and (c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion. (v) The Person in whose name the Security is registered issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be deemed made without charge to be a holder the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Stock Shares. Upon conversion of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of each Convertible Preference Share, the Company shall be closed shall be effective take all such actions as are necessary in order to constitute ensure that 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 Shares resulting from such conversion shall be at duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the Applicable 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 Securityholder thereof. (cvi) No payment The Company shall not close its books against the transfer of Convertible Preference Shares or adjustment Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company). (vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for accrued but unpaid interest on a converted Security or for dividends or distributions on the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Stock issued Shares issuable upon the conversion of a Securityall outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not adjust take any action that would cause the Base Conversion Price number of authorized but unissued Common Shares to account be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares. (viii) No fractional shares shall result from the accrued but unpaid interest. Notwithstanding conversion of any Convertible Preference Shares, and the foregoing, if Securities are converted after the close number of business on a regular record date and prior Common Shares resulting from such conversion shall be rounded down to the opening nearest whole share. The number of business shares resulting from such conversion shall be determined on the next interest payment datebasis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, including the Maturity DateCompany shall, Holders in lieu of such Securities at fractional share, pay the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in holder thereof an amount in cash equal to the accrued but unpaid interest payable on fair market value of such interest payment date fractional share on the portion so converted. If such payment does not accompany such Securitydate of conversion, as determined in good faith by the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close Board of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderDirectors. (dix) A Holder may convert If there occurs a portion change in the capitalization of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to the Company as permitted herein and if the Common Shares resulting from conversion of all Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in partthe Company, the Company shall execute, and the Trustee shall, at the converting holder’s option, upon receipt surrender of an order from the CompanyConvertible Preference Shares to be converted by such holder as provided herein together with any notice, authenticate and statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the Holdershares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, a new Security equal registered in principal amount to the unconverted portion of the Security surrenderedsuch name or names and in such denomination or denominations as such holder has specified.

Conversion Procedure. (a) To convert a SecurityEach Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Notes, a the Holder must (i) if complete the Security is held in appropriate instruction form for conversion pursuant to the Depositary’s book-entry formconversion program, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar Company or the Trustee or Conversion Agent, and pay any transfer or other taxthe funds, if any, required by Section 9.036.03(c) and any transfer taxes or duties if required pursuant to Section 6.09. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) facsimile of the conversion notice, or an electronic version of the conversion notice, each of which shall be irrevocable, and deliver such notice to a Conversion Agent; (ii) surrender the Note to a Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 6.09, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 6.03(c). The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) On the third Trading Day immediately following the Conversion Date (the “Conversion Share Delivery Date”), the Company shall issue and shall deliver to the converting Holder, a certificate or certificates for the number of shares of Common Stock issuable in respect of such conversion in accordance with the immediately preceding sentenceprovisions of this Article 6, the Early Conversion Payment, if all applicable, and cash in lieu of any fractional share. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements shall set forth above in Section 6.01(b) have been satisfied by 11:00 a.m., New York time, on as to such day, Notes (or portion thereof) and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to be a have become, as of the Close of Business on the relevant Conversion Date that such Holder converted the Notes, the holder of Common Stock record of record on the Conversion Date; provided 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 Applicable 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 Securityrepresented thereby. (cd) No payment or adjustment Upon the conversion of an interest in a Global Note, the Trustee shall be made for accrued but unpaid interest make a notation on a converted Security or for dividends or distributions on shares such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. (e) Each share certificate representing Common Stock issued upon conversion of a Security. The Company the Notes that are Restricted Notes shall not adjust bear the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent Restricted Stock Legend as set forth in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderSection 3.07. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityDebenture after the Effective Time, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security Debenture and deliver such notice to the Conversion Agent, (Bii) surrender the Security Debenture to the Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (iv) pay any transfer or other tax, if required by Section 9.0311A.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. The “Conversion Date” shall be After the Business Day Effective Time, the date on which the Holder satisfies all of the foregoing requirements set forth in is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, "Conversion Date." As soon as practicable after the Conversion Date and in any event within five Business Days, WPP shall be deliver to the next succeeding Business Day. 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 pursuant to Section 11A.05, (b) The the aggregate Cash Conversion Amount payable upon such conversion and (c) cash in lieu of any fractional WPP ADSs. After the Effective Time, the Person in whose name the Security Debenture is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date of the WPP ADSs for which the Debenture is converted on such Conversion Date; provided provided, however, that no surrender of a Security Debenture on any date when the stock transfer books of relating to the Company WPP ADSs shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock WPP ADSs upon such conversion as the record registered holder or holders of such shares of Common Stock WPP ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock WPP ADSs as the record registered 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 provided, further, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Debenture shall have been surrendered for conversion, as if the stock such transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such Person shall no longer be a Holder of such Security. Debenture. Accrued interest (cincluding Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) No 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 sentence, no payment or adjustment shall will be made for accrued but unpaid interest (including Contingent Interest or Additional Amounts, if any) on a converted Security Debenture or for dividends or distributions on shares of Common Stock WPP ADSs issued upon conversion of a Security. The Company Debenture (provided that the WPP ADSs received upon conversion of Debentures shall not adjust continue to accrue Additional Amounts, as applicable, in accordance with the Base Conversion Price Registration Rights Agreement and shall be entitled to account for receive, at the next Interest Payment Date, any accrued but unpaid interest. Notwithstanding Additional Amounts with respect to the foregoingconverted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment dateany), including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Interest Payment Date shall be paid to the Holder of such Debenture on the corresponding interest payment date notwithstanding the conversionsuch Interest Payment Date. In such event, such SecurityDebenture, when surrendered for conversion, must be accompanied by delivery of payment a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest or Additional Amounts, if any), payable on such interest payment date Interest Payment Date on the portion so converted. If such payment does not accompany such SecurityDebenture, the Security Debenture shall not be converted; provided provided, however, that no such payment check shall be required if such Security Debenture has been called for redemption on a redemption date within the period between the close of business on and including such record date and the opening of business on such interest payment dateInterest Payment Date, or if such Security Debenture is surrendered for conversion on the interest payment dateInterest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the interest payment dateInterest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. . No fractional WPP ADSs shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full WPP ADSs that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (dor specified portions thereof to the extent permitted hereby) A Holder may convert so surrendered. If any fractional WPP ADS would be issuable upon the conversion of any Debenture or Debentures, WPP shall make a portion payment in lieu thereof in cash based on the current WPP Market Price of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityWPP ADSs on the Conversion Date. Upon surrender of a Security Debenture that is converted in part, the Company and WPP shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Debenture equal in principal amount to the unconverted portion of the Security Debenture surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back satisfy all of the Security and deliver such notice to requirements in paragraph 8 of the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Notes. The “Conversion Date” shall be the first Business Day on which the Holder satisfies all those requirements is the conversion date (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 requirements set forth Holder a certificate for the number of whole Shares of Common Stock issuable upon the conversion and cash in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) lieu of any fractional share determined pursuant to Section 4.03 hereof. The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock become the shareholder of record on the Conversion DateDate and, as of such date, such Person’s rights as a Holder shall cease; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares Shares of Common Stock upon such conversion as the shareholder of record holder or holders of such shares Shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares Shares of Common Stock as the shareholder of record holder or holders thereof for all purposes at the close of business on the next succeeding day Business Day on which such stock transfer books are open; provided further further, however, that such conversion shall be at the Applicable Conversion Rate 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 closedConversion Date. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (c) No payment or other adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares any Shares of Common Stock issued upon conversion of a Securitythe Notes. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities If any Notes are converted during any period after the close of business on a regular any record date and for the payment of an installment of interest but prior to the opening of business on the next interest payment date, including the Maturity Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Securities at 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 must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being 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 such regular a record date shall receive for the accrued but unpaid payment of an installment of interest payable and ending on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, next Interest Payment Date (or if such Security Interest Payment Date is surrendered not a Business Day, the Business Day after the Interest Payment Date), and any Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, such Holders shall receive interest for the interest payment dateperiod 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, but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the Company defaults in same time, the payment number of interest payable whole Shares of Common Stock issuable upon the conversion shall be based on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion total principal amount of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityNotes converted. Upon surrender of a Security Note that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (Bii) surrender the Security to the a Conversion Agent and (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if tax required by pursuant to Section 9.0318.4. The “Conversion Date” shall be the Business Day 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 the requirements set forth Guarantor's election to pay such Holder a Cash Alternative, the Guarantor shall deliver to the Holder surrendering such Security the Cash Alternative Payment with respect to such Security not later than ten Trading Days following such Conversion Date. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) . The Person person in whose name the Security share certificate is registered shall be deemed to be treated as a holder of Common Stock shareholder of record on and after the Conversion Date; provided provided, however, that no surrender of a Security on any date when the stock share transfer books of the Company Guarantor shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock Shares upon such conversion as the record holder or holders of such shares of Common Stock Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock 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 provided, further, that such conversion shall be at the Applicable Conversion Rate Ratio in effect on the date that such Security shall have been surrendered for conversionConversion Date, as if the stock share transfer books of the Company Guarantor had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for accrued but unpaid interest dividends on a converted Security any shares except as provided in this Article 18. Securities so surrendered for conversion (in whole or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust in part) during the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date to the opening of business on the next interest payment date, including the Maturity succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or presented for purchase on a Redemption Date or Change of Control Purchase Date, Holders of such Securities as the case may be, during the period beginning at the close of business on such regular record date shall receive a Regular Record Date and ending at the accrued but unpaid interest payable on such Securities opening of business on the corresponding first Business Day after the next succeeding Interest Payment Date, or if such interest payment date notwithstanding is not a Business Day, the conversion. In second such event, such Security, when surrendered for conversion, must Business Day) shall also be accompanied by delivery of payment in funds acceptable to the Conversion Agent in Company of an amount equal to the accrued but unpaid interest payable on such interest payment date Interest Payment Date on the portion so principal amount of such Security then being converted. If , and such payment does not accompany interest shall be payable to such registered Holder notwithstanding the conversion of such Security. Except as otherwise provided in this Section 18.2, the Security shall not no payment or adjustment will be converted; provided that no such payment shall be required if such Security has been called made for redemption accrued interest on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateconverted Security. If the Company defaults in the payment of interest payable on the interest payment datesuch Interest Payment Date, the Conversion Agent Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the Holder. (d) A Holder may convert a portion right of a Holder in whose name any Security equal is registered at the close of business on a Regular Record Date to $1,000 or any integral multiple thereof. Provisions receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture that apply to and the Securities. If a Holder converts more than one Security at the same time, the number of Shares issuable upon the conversion shall be based on the aggregate principal amount of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the Conversion AgentCompany, (Bb) surrender the Security Note to the Conversion Agent and Company, (Cc) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion AgentCompany, and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “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 fractional shares to be issued upon the immediately preceding sentenceconversion of such Note pursuant to Section 3.3, if all such requirements shall have been satisfied by 11:00 a.m.(iii) interest accrued, New York timebut unpaid, on such day, and in all other cases, Note to the Conversion Date shall be and (iv) an amount equal to the next succeeding Business Day. (b) total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the number of shares of Common Stock being converted. The Person person in whose name the Security Common Stock certificate is registered shall be deemed to be a holder of Common Stock stockholder of record at the close of business on the Conversion Date; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such Person person shall no longer be a Holder of such Security. (c) Note. No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityNote except as set forth in the succeeding paragraph. The Company If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including the Maturity Date, Holders aggregate principal amount of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so Notes converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate execute and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. Any such Note shall be dated so that there shall be no loss of interest on such Note.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (B2) surrender the Security to the a Conversion Agent and Agent, (C3) furnish appropriate endorsements and transfer documents if required by the Registrar or the a Conversion Agent, and (4) pay any all transfer or other taxsimilar taxes, if required pursuant to Section 4.04, and (5) pay an amount equal to the interest as required by Section 9.034.02(c). The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “Conversion Date.” Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person person in whose name the Security is registered Conversion Shares are issuable upon conversion shall be deemed to be a holder of Common Stock Holder of record of such Conversion Shares on the later of the Conversion Date; provided Date provided, however, that no surrender of a Security on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock Conversion Shares upon such conversion as the record holder Holder or holders Holders of such shares of Common Stock Conversion Shares on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock Conversion Shares as the record holder Holder or holders 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 date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on the Conversion Shares issued upon conversion of a Security prior to the issuance of such shares. (c) No payment Holders of Securities surrendered for conversion (in whole or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust in part) during the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the quarterly interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date Interest Payment Date notwithstanding the conversionconversion (such interest being payable on the corresponding Interest Payment Date to the Holder of the Security as of the close of business on the Regular Record Date). In such eventHowever, such Security, when surrendered for conversion, Holders must be accompanied by delivery of payment deliver to the Conversion Agent in an amount equal in cash equivalent to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Securityin order to convert their Securities; provided, the Security shall not be converted; provided however, that no such payment shall be required to be made with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of conversion with respect to such Security has been called Securities. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for redemption accrued interest on a redemption date within converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the period between right of a Holder in whose name any Security is registered at the close of business on such record date and a Regular Record Date to receive the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on such Security on the interest payment daterelated Interest Payment Date in accordance with the terms of this Indenture, the Securities and the Registration Rights Agreement. If a Holder converts more than one Security at the same time, the amount of cash to be paid and the number of the Conversion Agent Shares issuable upon the conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03), shall promptly repay such funds to be based on the Holderaggregate principal amount of all Securities so converted. (de) A 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 may convert thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of a the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) if the Security is held in book-entry form, complete and "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive formHolder, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to through the Conversion Agent, (B) surrender a certificate for the Security number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.0311.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock treated as the stockholder of record on and after the Conversion Date; provided 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 Applicable 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. (c) . No payment on the Securities or adjustment shall of the Conversion Rate 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 but unpaid interest on a Original Issue Discount attributable to the period from the Issue Date of the Security 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 dividends or distributions on 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 issued issuable upon the conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including total Principal Amount of the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. (a) To convert a SecurityDebenture into Common Stock, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 8 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Debentures. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements "Conversion Date"). The Company shall have been satisfied by 11:00 a.m., New York time, on such day, deliver to the Holder as soon as practicable and in all other cases, any event no later than the seventh Business Day following the Conversion Date shall be Date, through the next succeeding Business Day. (b) Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1503. The Person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock shareholder of record on and after the Conversion Date; provided provided, however, that no surrender of a Security 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 further, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such Person shall no longer be a Holder of such Security. (c) 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 shall 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 unpaid interest on a 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 Security or pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for dividends or distributions on 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 upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account in exchange for the accrued but unpaid interest. Notwithstanding Issue Price of the foregoing, if Securities are Debenture being converted after the close of business on a regular record date and prior pursuant to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateprovisions hereof. If the Company defaults in Holder converts more than one Debenture at the payment same time, the number of interest payable shares of Common Stock issuable upon the conversion shall be computed based on the interest payment date, total Principal Amount at Maturity of the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityDebentures converted. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Debenture in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security 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 Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. (a) To convert a SecurityNote (or portion thereof) into shares of Common Stock on any date (the “Conversion Date”), a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver transmit by facsimile (or otherwise deliver) such notice to a Conversion Agent and the Conversion AgentAgent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (Bb) surrender the Security Notes to be converted to the Conversion Agent and as soon as practicable on or following such date (Cor an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction), (c) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “As soon as practicable after the Conversion Date” , but in no event later than three Trading Days following delivery of a Conversion Notice (the “Share Delivery Due Date”) the Company shall be the Business Day on which deliver to the Holder satisfies all through a Conversion Agent a certificate for the number of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder whole shares of Common Stock (or Conversion Securities, if applicable) issuable upon the conversion and shall, (x) provided the Company’s transfer agent is participating in The DTC’s Fast Automated Securities Transfer Program, cause its transfer agent to credit such aggregate number of record shares of Common Stock to which each such Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if such transfer agent is not participating in DTC’s Fast Automated Securities Transfer Program, execute, and shall deliver, to the address as specified in the Conversion Notice, a certificate, registered in the name of the converting holder or its designee, for the number of shares of Common Stock to which such holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon such conversion shall be treated for all purposes as the holder or holders of such Common Stock, as of the close of business on the applicable Conversion Date; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a SecurityNote, such Person shall no longer be a Holder of such Security. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityNote. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Note equal in principal amount Principal Amount to the unconverted portion of the Security Note surrendered. The Company shall not effect any conversion of a Note, and no Holder shall have the right to convert any portion of such Note, to the extent that after giving effect to such conversion, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of a Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.02, in determining the number of outstanding shares of Common Stock, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual, quarterly or current report on Form 10-KSB, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Note, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any Holder may increase or decrease the Conversion Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder of Notes. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) on any of the ten Trading Days up to and including the Stated Maturity, or (ii) on any of the ten Trading Days up to and including the effective date of such Change of Control or (iii) during the period between the date that the Change of Control notice is sent and the Change of Control Redemption Date.

Conversion Procedure. (i) Except as otherwise provided herein, each conversion of the Debt or a portion thereof shall be deemed to have occurred when all of the following items have been delivered to the Company during the Exercise Period (the "Conversion Time"): (a) To convert a Securitycompleted Conversion Agreement, a Holder must as described in Section 1C below, executed by the Holder; (ib) this Note; and (c) if the Security Holder is held not SportsLine, an Assignment or Assignments in book-entry form, complete and deliver the form set forth in Exhibit II hereto evidencing the assignment of this Note to the Depository appropriate instructions pursuant to the Applicable Procedures or Holder; (ii) if Certificates for shares of Conversion Stock issuable by reason of such conversion shall be delivered by the Security is in definitive form, (A) complete and manually sign Company to the irrevocable conversion notice on Holder within three days after the back date of the Security Conversion Time together with any cash payable in lieu of a fraction of a share pursuant to Section 13 hereof. Unless this Note has been paid or converted in full, the Company shall prepare a new Note, substantially identical hereto, representing the portion of the Debt not being converted or paid and shall, within such three-day period, deliver such notice new Note to the Person designated for delivery in the Conversion Agent, Agreement. (Biii) surrender The shares of Conversion Stock issuable upon the Security conversion of the Debt or a portion thereof shall be deemed to have been issued to the Holder at the Conversion Agent Time, and the Holder shall be deemed for all purposes to have become the registered holder of such shares at the Conversion Time. (Civ) furnish appropriate endorsements and transfer documents if required The issuance of certificates for shares of Conversion Stock shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Registrar or Company in connection with such conversion and the Conversion Agent, and pay any related issuance of such shares (other than transfer or other tax, if required by Section 9.03applicable taxes payable because the Holder is other than SportsLine). (v) The Company shall not close its books against the transfer of this Note or of any shares of Conversion Stock issued or issuable upon the conversion of the Debt or a portion thereof in any manner which interferes with the timely exercise of the conversion rights under this Note. The “Conversion Date” Company shall from time to time take all such action as may be necessary to assure that the Business Day on which the Holder satisfies all par value per share of the requirements unissued shares of Conversion Stock issuable upon conversion hereunder is at all times equal to or less than the Conversion Price then in effect. In the event that the Company fails to comply with its obligations set forth in the immediately preceding foregoing sentence, if all such requirements the Holder may (but shall have been satisfied by 11:00 a.m., New York time, on such daynot be obligated to) convert the Debt or a portion thereof at a deemed Conversion Price equal to par value, and in all other cases, the Conversion Date Company shall be obligated to reimburse the next succeeding Business DayHolder for the aggregate amount of consideration paid in connection with such conversion in excess of the actual Conversion Price then in effect. (bvi) The Person Company shall assist and cooperate with any Holder required to make any governmental filings or obtain any governmental approvals prior to or in whose name connection with any conversion under this Note (including, without limitation, making any filings required to be made by the Security Company). (vii) Notwithstanding any other provision hereof, if the conversion of any portion of this Note is registered to be made in connection with a Change of Control or other transaction affecting the Company, such conversion may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be a holder of Common Stock of record on effective until immediately prior to the Conversion Date; provided 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 consummation 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 Applicable 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 Securitytransaction. (cviii) No payment The Company shall at all times reserve and keep available out of its authorized but unissued Conversion Stock solely for the purpose of issuance upon the conversion of this Note, the maximum number of shares of Conversion Stock issuable upon the conversion of this Note. All shares which are so issuable shall, when issued, be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such shares may be so issued without violation by the Company of any applicable law or adjustment governmental regulation or any requirements of any domestic securities exchange or trading market upon which shares of Conversion Stock or other securities into which this Note may be converted may be listed (except for official notice of issuance which shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued immediately delivered by the Company upon conversion of a Securityeach such issuance). The Company shall not adjust take any action which would cause the Base number of authorized but unissued shares of Conversion Price Stock to account for be less than the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders number of such Securities at the close shares required to be reserved hereunder for issuance upon conversion of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holderthis Note. (dix) A Holder may convert a portion If the shares of a Security equal to $1,000 Conversion Stock issuable by reason of conversion under this Note are at the time of any such conversion convertible into or exchangeable for any integral multiple thereof. Provisions other stock or securities of the Company, the Company shall, at the Holder's option and upon the conversion of this Indenture that apply Note as provided above, together with any notice, statement or payment required to effect such conversion or exchange of such shares, deliver to the Holder (or as otherwise specified by the Holder) a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are convertible or exchangeable, registered in such name or names and in such denomination or denominations as such Holder has specified. (x) The Company shall not, and shall not permit its Subsidiaries to, directly or indirectly, by any action avoid or seek to avoid the observance or performance of any of terms of this Note or impair or diminish its value (except for any action which ratably affects all shares of Conversion Stock), but shall at all times in good faith assist in the carrying out of all such terms of a Security also apply to conversion this Note. Without limiting the generality of a portion of a Security. Upon surrender of a Security that is converted in partthe foregoing, the Company shall execute(a) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Note and (b) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the Trustee shall, upon receipt effect of an order from the Company, authenticate and deliver to the Holder, causing a new Security equal in principal amount to the unconverted material portion of the Security surrenderedconversion rights represented hereby to become exercisable for less than one share of Conversion Stock.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back Section 12 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Notes. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases"Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Date shall be Agent a certificate for the next succeeding Business Day. (b) 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 Security certificate is registered shall be deemed to be a holder of Common Stock become the stockholder of record on the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided PROVIDED, HOWEVER, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the stockholder of 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 stockholder of 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 PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Note 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. (c) No payment or other adjustment shall be made for accrued but unpaid interest or dividends on a converted Security or for dividends or distributions on shares of any 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 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 must, except as described in the next sentence, be accompanied by a Securitypayment equal to the interest payable on such Interest Payment Date on the principal amount of convertible notes being converted. The payment to the Company described in the preceding sentence shall not adjust be required if, during that period between a Record Date and the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoingnext Interest Payment Date, if Securities are converted a conversion occurs on or after the close of business on date that the Company has issued a regular record date redemption notice and prior to the opening date of business 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 the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the next interest payment date, including the Maturity Date, Holders total principal amount of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so Notes converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security Note that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert effectuate the conversion of a SecurityNote into Common Shares, a Holder must satisfy the requirements of the Note and (i) if surrender the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice Note to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (Cii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (iii) pay any transfer or other tax, if required by Section 9.0313.04 (“Taxes on Conversion”) hereof, and (iv) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the foregoing requirements set forth is the “Conversion Date”. As soon as practicable, but in no event more than three (3) Business Days after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a book-entry notation, representing ownership of Common Shares in the immediately preceding sentenceCompany’s register of members, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, of the Conversion Date shall be number of whole Common Shares issued upon the next succeeding Business Dayconversion. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock shareholder of record on the Conversion Date; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books register of members of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock Shares upon such conversion as the record holder or holders of such shares of Common Stock Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock 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 register of members is open; provided further that such conversion shall be at the Applicable 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. (c) No payment or adjustment shall will be made for accrued but unpaid interest interest, if any, on a converted Security Note or for dividends or distributions on shares of Common Stock Shares issued upon conversion of a Security. The Company shall not adjust Note, but if any Conversion Effective Date falls between the Base Conversion Price to account Record Date for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close payment of business on a regular record date an installment of interest and prior to the opening of business on the next interest payment date, including the Maturity Interest Payment Date, Holders of then, notwithstanding such Securities at conversion, the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Interest Payment Date shall be paid to the Holder of such Note on the corresponding interest payment date notwithstanding the conversionsuch Record Date. In such event, such SecurityNote, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date Interest Payment Date on the portion so converted. If such payment does not accompany such SecurityNote, the Security Note shall not be convertedconverted into Common Shares; provided provided, however, that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security Note is surrendered for conversion on the interest payment dateInterest Payment Date. If the Company defaults in the payment of interest payable on the interest payment dateInterest Payment Date, the Conversion Agent Company shall promptly repay such funds to the Holder. The Conversion Rate and the Conversion Price shall be calculated by the Company and communicated to the Trustee and Conversion Agent in the form of an Officers’ Certificate. (d) A Holder may convert a portion If more than one Note of a Security equal Holder is converted at the same time, the number of Common Shares issuable upon the conversion shall be based on the aggregate principal amount of Notes converted. (e) Subject to $1,000 or any integral multiple thereof. Provisions the provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon Section 13.01(c), upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the CompanyAuthentication Order, authenticate and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 8 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Notes. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases"Conversion Date"). As soon as practicable after the Conversion Date, the Conversion Date Company shall deliver or cause to be delivered to the next succeeding Business Day. (b) 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 Security certificate is registered shall be deemed to be a holder of Common Stock become the stockholder of record on the Conversion DateDate and, as of such date, such Person's rights as a Holder shall cease; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Class A Subordinate Voting Stock upon such conversion as the stockholder of record holder or holders of such shares of Common Class A Subordinate Voting Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Class A Subordinate Voting Stock as the stockholder of 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 further, however, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion For the avoidance of doubt, the Conversion Agent shall not have a Security, such Person shall no longer be a Holder duty to convert or deliver shares of such Security. (c) Class A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or any of its Subsidiaries. No payment or other adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common any Class A Subordinate Voting Stock issued upon conversion of a Securitythe Notes. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities If any Notes are converted during any period after the close of business on a regular any record date and prior to for the payment of an installment of interest but before the opening of business on the next interest payment date, including the Maturity Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Securities at 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 must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company has issued a redemption notice or made a Change in Control Offer with respect to the Notes during that period from the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and ending on the opening of business on such interest payment date, the first Business Day after the next Interest Payment Date (or if such Security Interest Payment Date is surrendered not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, Holders shall receive interest for the interest payment dateperiod 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, but a cash adjustment will be made for any fractional shares. If a Holder converts more than one Note at the Company defaults in same time, the payment number of interest payable whole shares of Class A Subordinate Voting Stock issuable upon the conversion shall be based on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion total principal amount of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityNotes converted. Upon surrender of a Security Note that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (B2) surrender the Security to the a Conversion Agent and Agent, (C3) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, and (4) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.034.04. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in “Conversion Date.” Upon the immediately preceding sentenceconversion of a Security, the Company will pay the cash and deliver the shares of Common Stock, to the Trustee (or to the Conversion Agent, if all such requirements shall have been satisfied by 11:00 a.m.the Conversion Agent is other than the Trustee), New York timeas applicable, on such day, and in all other cases, as promptly as practicable after the later of the Conversion Date shall and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the next succeeding Business DayApplicable Procedures as in effect from time to time. (b) The Person person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a holder of record of such Common Stock of record on the Conversion Date; provided provided, however, that no surrender of a Security on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) No . Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust Security prior to the Base Conversion Price to account issuance of such shares. (c) Holders of Securities surrendered for conversion (in whole or in part) during the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall succeeding Interest Payment Date will receive the accrued but unpaid semi-annual interest payable on such Securities on the corresponding interest payment date Interest Payment Date notwithstanding the conversion. In Upon surrender of any such eventSecurities for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date, unless (1) such Securities have been surrendered for conversion following the Regular Record Date immediately preceding the final interest payment date (April 15, 2013), (2) the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day following the corresponding Interest Payment Date, or (3) to the extent of overdue interest, if any, which exists at the time of the Conversion with respect to such Security, when surrendered for conversion, must such Securities shall also be accompanied by delivery of payment in funds acceptable to the Conversion Agent in Company of an amount equal to the accrued but unpaid interest payable on such corresponding Interest Payment Date. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the period between right of a Holder in whose name any Security is registered at the close of business on such record date and a Regular Record Date to receive the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on such Security on the interest payment daterelated Interest Payment Date in accordance with the terms of this Indenture, the Conversion Agent Securities and the Registration Rights Agreement. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion, if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall promptly repay such funds to be based on the Holderaggregate principal amount of all Securities so converted. (de) A 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 may convert thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of a the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityPhysical Note, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice Notice of Conversion on the back of the Security Note, or facsimile of such Notice of Conversion, and deliver such notice Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (2) surrender the Note to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.02(c) and (5) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.0313.04. Anything herein to the contrary notwithstanding, in the case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 13.02(a) and the Applicable Procedures as in effect from time to time. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the requirements set forth in this Section 13.02(a) is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the “Conversion Date shall be the next succeeding Business DayDate.” (b) The Person Each conversion shall be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date and the person in whose name the Security is registered shares of Common Stock shall be issuable upon conversion shall be deemed to be a the holder of record of such Common Stock as of record the close of business on such Conversion Date, and the Company shall deliver the consideration due in respect of any conversion on the third Business Day immediately following the relevant Conversion Date; provided provided, however, that no surrender of a Security Note on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable 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 SecurityNote, such Person person shall no longer be a the Holder of such Security. (c) No Note. Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a SecurityNote prior to the issuance of such shares. The A Holder that has delivered a Fundamental Change Purchase Notice pursuant to Section 15.01 with respect to a Note may not surrender such Note for conversion until such Holder has withdrawn the Fundamental Change Purchase Notice in accordance with Section 15.01(c). (c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion, such Notes shall also be accompanied by payment in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Note so converted if any overdue interest exists at the time such Holder surrenders such Note for conversion); provided, however, that no such payment need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (ii) if conversion occurs after the last Regular Record Date prior to the Maturity Date. Except as otherwise provided in this Section 13.02(c), no payment or adjustment will be made for accrued interest on a converted Note and any such accrued interest shall not adjust be deemed satisfied and extinguished. (d) Subject to Section 13.02(c), nothing in this Section 13.02 shall affect the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after right of a Holder in whose name any Note is registered at the close of business on a regular record date and prior Regular Record Date to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Note on the corresponding interest payment date notwithstanding related Interest Payment Date in accordance with the conversionterms of this Indenture and the Notes. In such eventIf a Holder converts more than one Note at the same time, such Security, when surrendered for conversion, must the number of shares of Common Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 13.03) shall be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date based on the portion aggregate principal amount of all Notes so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (de) A In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder may convert thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of a Security the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. Before the Holder shall be entitled to convert this Note into shares of the Company’s common stock, Holder shall deliver the Conversion Notice attached hereto to Company not less than seventy-five (a75) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver days prior to the Depository appropriate instructions pursuant date Holder desires to convert this Note. Such Conversion Notice shall be delivered by mail, postage prepaid, to the Applicable Procedures or (ii) if the Security is in definitive formCompany at its principal corporate office, (A) complete and manually sign the irrevocable conversion notice on the back shall contain a statement of the Security and deliver such notice election of Holder to convert the Conversion AgentNote, (B) surrender or a portion of the Security to Note as well as the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which date the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all desires such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall conversion to be the next succeeding Business Day. (b) The Person in whose name the Security is registered effective. Such conversion shall be deemed to be a holder have been made immediately prior to the close of Common Stock of record business on the Conversion Date; provided that no later of (a) the date specified in such notice (which date shall be not less than seventy five (75) days from the date Company receives such notice) or (b) the date of surrender of a Security on any this Note or (c) the date when Holder has demonstrated compliance with the stock transfer books of Disclosure Requirements, and the Company shall 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 as of Common Stock on such date, but such surrender shall be effective to constitute . As promptly as practicable after 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 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in partNote, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate at its expense will issue and deliver to the Holder of this Note a certificate or certificates for the number of full shares of the Company’s registered common stock issuable upon such conversion. If ▇▇▇▇▇▇ has complied with the provisions of this Note as it relates to conversion of this Note and, despite such compliance by Holder, it is apparent to Company that Holder will be unable to convert this Note into fully registered and immediately transferable shares of the Company’s common stock on the date Holder has specified in the Transfer Notice (“Holder’s Desired Transfer Date”) because of Company’s actions, inactions or efforts to comply with applicable securities laws, then Company shall have the option of allowing Holder to convert this Note (or a new Security portion hereof) so that Company can immediately purchase and redeem the shares issued by Company to Holder upon conversion of this Note (or a portion hereof) at a per share price equal in to the per share closing price on the Nasdaq national market (“Closing Price”) on the day of conversion (the “Redemption Option”). Upon exercising the Redemption Option, the principal amount to the unconverted portion of the Security surrenderedNote will be reduced accordingly. If Company does not elect to exercise the Redemption Option, Company will hold Holder harmless from any drop in the Closing Price between the Holder’s Desired Transfer Date and the date Holder is able to convert this Note into fully registered and immediately transferable shares of the Company’s common stock (the “Interim Period”). Similarly, if during the Interim Period, the Closing Price increases, Holder will pay the amount of the increase to Company.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the Conversion AgentCompany, (Bb) surrender the Security Note to the Conversion Agent and Company, (Cc) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion AgentCompany, and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth "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 fractional shares to be issued upon the immediately preceding sentenceconversion of such Note pursuant to Section 4.3, if all such requirements shall have been satisfied by 11:00 a.m.(iii) interest accrued, New York timebut unpaid, on such day, and in all other cases, Note to the Conversion Date shall be and (iv) an amount equal to the next succeeding Business Day. (b) total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the number of shares of Common Stock being converted. The Person person in whose name the Security Common Stock certificate is registered shall be deemed to be a holder of Common Stock stockholder of record at the close of business on the Conversion Date; provided provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such Person person shall no longer be a Holder of such Security. (c) Note. No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityNote except as set forth in the succeeding paragraph. The Company If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including the Maturity Date, Holders aggregate principal amount of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so Notes converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate execute and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. Any such Note shall be dated so that there shall be no loss of interest on such Note.

Conversion Procedure. (a1) To convert a Security, a Holder must The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (ithe “Conversion Notice”) if attached hereto as Schedule B and delivering the Security is held in book-entry form, complete Conversion Notice and deliver this Debenture to the Depository appropriate instructions pursuant Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back exercise of the Security and deliver Conversion Right (such notice date to be immediately after the Conversion Agent, Notice is issued and in any event within three (B3) surrender Business Days after the Security to day the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Notice is issued). The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered conversion shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective have been effected immediately prior 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 Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. On the Applicable Issue Date, the required number of Shares shall be issued and accrued and unpaid interest shall be paid to the Lender. If less than all of the Principal Amount of this Debenture is the subject of the Conversion Rate in effect Right, then on the date that such Security Issue Date, the Borrower shall have been surrendered for conversion, as if deliver to the stock transfer books Lender a replacement Debenture in the form hereof in the principal amount of the Company had not been closed. Upon conversion of a Securityunconverted principal balance hereof, such Person shall no longer be a Holder of such Security. (c) No payment or adjustment and this Debenture shall be made for cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Debenture, this Debenture shall be cancelled. With the Conversion Notice, the Lender shall provide the Borrower with its written calculation of the amount of accrued but and unpaid interest on a converted Security or for dividends or distributions on shares the Principal Amount which is the subject of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment Right pursuant to the Conversion Agent in an amount equal Notice, up to the accrued but unpaid interest 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 of that no such payment shall be required if such Security has been called for redemption on Conversion Notice and a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holderper diem amount thereon. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. If this Note is automatically converted into Common Stock pursuant to 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 to 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 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 (a10) To convert a Securitybusiness days, a Holder must (i) if the Security is held in book-entry form, complete issue and deliver to such Holder at such principal office a certificate or certificates for the Depository appropriate instructions pursuant number of shares of Common Stock to which the Applicable Procedures or Holder shall be entitled upon such conversion (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver bearing such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if legends as are required by the Registrar or Note Purchase Agreement and applicable state and Federal securities laws in the Conversion Agentopinion of counsel to Company), together with any other securities and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on property to which the Holder satisfies all is entitled upon such conversion under the terms of this Note, including a check payable to the requirements set forth Holder for any cash amounts payable as described in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) Section 5(d). The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided 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 certificate or Persons entitled to receive certificates representing the shares of Common Stock issuable upon conversion of this Note shall be issued in the name of the Holder. Any conversion of this Note pursuant to Section 5 shall be deemed to have been made immediately prior to the closing of the issuance and sale of shares as described in Section 5 and on and after such conversion date Holder shall be treated for all purposes as the record holder or holders of such shares and a purchaser of Common Stock on such date, but such surrender shares under the Note Purchase Agreement and shall be effective to constitute bound by 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 date that such Security shall have been surrendered for conversion, as if the stock transfer books terms of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such SecurityNote Purchase Agreement. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B2) surrender the Security to the Conversion Agent and Agent, which shall become irrevocable upon receipt by the Conversion Agent, (C3) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (4) pay an amount equal to the interest, including Special Interest, if any, as required by Section 4.02(c), and (5) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.034.04. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “Conversion Date.” Upon the conversion of a Security, the Company will deliver the shares of Common Stock, without service charge, as promptly as practicable after the Conversion Date, but in no event later than third Business Days after the Conversion Date. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m.Securities may be surrendered for conversion in accordance with clauses (3), New York (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a holder of record of such Common Stock of record on the Conversion Date; provided provided, however, that no surrender of a Security on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) No . Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust Security prior to the Base Conversion Price to account issuance of such shares. (c) Holders of Securities surrendered for conversion (in whole or in part) during the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest and Special Interest, if any, payable on the principal amount of such Securities being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities for conversion, such Securities shall also be accompanied by payment datein funds to the Conversion Agent acceptable to the Company of an amount equal to the interest, including Special Interest, if any, payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) with respect to which the Company has specified a Fundamental Change Repurchase Date or a Redemption Date, in either case, that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (b) after the last Regular Record Date prior to the Final Maturity Date, Holders in either case, need not pay the Company an amount equal to the interest, including Special Interest, if any, on the principal amount of such Securities Security so converted at the time such Holder surrenders such Security for conversion. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest, including Special Interest, if any, on a converted Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on such regular record date shall a Regular Record Date to receive the accrued but unpaid interest payable on such Securities Security on the corresponding interest payment date notwithstanding related Interest Payment Date in accordance with the conversionterms of this Indenture and the Securities. In such eventIf a Holder converts more than one Security at the same time, such Security, when surrendered for conversion, must the number of shares of Common Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date based on the portion aggregate principal amount of all Securities so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (de) A 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 may convert thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of a the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. Before the Lender holding this Note shall be entitled to convert this Note into Conversion Securities pursuant to Section 3(y), the Lender shall surrender this Note, duly endorsed (a) To or a notice to the effect that the original Note has been lost, stolen or 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 the Company and shall give written notice to the Company at its principal corporate office, of the election to convert a Securitythe same pursuant to Section 3(y), a Holder must (i) if and shall state therein the Security is held amount of the unpaid principal amount of this Note to be converted and the name or names in book-entry formwhich the certificate or certificates for Conversion Securities are to be issued, complete in the event that the Conversion Securities will be certificated. Upon such conversion of this Note, the Lender hereby agrees to execute and deliver to the Depository appropriate instructions pursuant Company all transaction documents related to the Applicable Procedures 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 (ii) if agreement representing the Security is in definitive form, (A) complete and manually sign the irrevocable number of Conversion Securities issuable upon conversion notice on the back of the Security and deliver Notes to which the Lender shall be entitled upon such notice to the Conversion Agent, conversion (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if bearing such legends as are required by the Registrar or transaction documents related to the Conversion AgentQualified Offering, and pay applicable state and federal securities laws in the opinion of counsel to the Company), together with any transfer or other tax, if required by Section 9.03securities and property to which the Lender is entitled upon such conversion under the terms of this Note. The “Conversion Date” shall be the Business Day on which the Holder satisfies all conversion of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (bthis Note pursuant to Section 3(y) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on have been made immediately prior to the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books closing of the Company shall be closed shall be effective to constitute Qualified Offering and on and after such date the Person or Persons Lenders entitled to receive the shares of Common Stock securities 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 securities. Only whole Conversion Securities shall be effective issued. Any remainder due hereunder which is insufficient to constitute the Person or Persons entitled purchase a whole Conversion Security shall be rounded up 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 whole 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, Security a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 9 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Securities. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases"Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Date shall be Agent, a certificate for the next succeeding Business Day. (b) 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 person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock stockholder of record on and after the Conversion Date; provided 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 person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable 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 person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued but unpaid interest on a 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 dividends or distributions on 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 such cash payment) shall be treated as issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account in exchange for the accrued but unpaid interest. Notwithstanding Issue Price of the foregoing, if Securities are Security being converted after the close of business on a regular record date and prior pursuant to the opening provisions hereof. If the Holder converts more than one Security at the same time, the number of business 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 interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does succeeding day that is not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityLegal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete Subject to Section 7.01(b)(i)(B) below, the right of conversion attaching to the Convertible Loans may be exercised by delivery of a duly signed and manually sign completed Conversion Notice, in the irrevocable conversion notice on form as set forth in Schedule 2 (a “Conversion Notice”), which Conversion Notice shall specify the back principal amount of the Security IFC C Loan and deliver the IFC D Loan (determined as of the Effective Time, assuming that the Loans have been disbursed in full under and pursuant to Article II (The Loans)), respectively, to be converted (the “Convertible Portion”) and the name or names (with address or addresses) in which the certificate or certificates for Class A Ordinary Shares which shall be issuable on such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03conversion shall be issued. The “Conversion Date” shall be the Business Day date on which the Holder applicable Lender satisfies all of the requirements set forth in the immediately preceding sentencesentence for any Convertible Portion, if is the “Conversion Date”. The Borrower shall deliver to the applicable Lender certificates, each registered in the name or names as specified by such Lender as described above, for the full number of whole Class A Ordinary Shares issuable upon the conversion of the Convertible Portion of the IFC C Loan and/or the IFC D Loan, as applicable, in accordance with Section 7.01(a) plus a check or cash in respect of any fractional interest in respect of a Class A Ordinary Share arising upon such conversion, calculated by the Borrower as provided in Section 7.01(c) below no later than 3 Business Days following the relevant Conversion Date. All such shares shall be fully paid, duly authorized and validly issued and non-assessable and free from any Liens or encumbrances. The Borrower agrees to use its commercially reasonable efforts to take, or cause to be taken, all such requirements shall have been satisfied by 11:00 a.m., New York time, on such dayactions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all other casesthings necessary to consummate and make effective the conversion contemplated by this Section 7.01. (B) A Conversion Notice shall not be effective unless and until Borrower receives an RMB Funding Cancellation Certificate in respect of the RMB Financings in form and substance reasonably satisfactory to it duly executed by the Lenders evidencing, for the benefit of all relevant debtors (whether borrowers, pledgors, chargors and/or guarantors) (and each of the aforementioned howsoever described therein) under and pursuant to the relevant RMB Financing, the irrevocable cancellation prior to or contemporaneously with the conversion of the applicable Convertible Portion on the Conversion Date shall be of an aggregate amount (whether actual, contingent or otherwise) outstanding under the next succeeding Business Day. RMB Financings of financial indebtedness or liabilities (beach howsoever described) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided 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 (whether actual, contingent or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder otherwise) owed under 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 Applicable 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior pursuant to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent RMB Financings in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close product of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, (x) the Conversion Agent shall promptly repay such funds to the Holder. Ratio, multiplied by (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.y)

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to the a Conversion Agent, (Bii) surrender the Security to the a Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, Agent and (iv) pay any transfer or other similar tax, if required by Section 9.03required. The Such notice is hereinafter referred to as a “Notice of Conversion.” A Security shall be deemed to have been converted as of the close of business on the date (the “Conversion Date” shall be the Business Day ”) on which the Holder satisfies all of the requirements set forth in has complied with the immediately preceding sentencesentence of this clause (a) of Section 14.02. Anything herein to the contrary notwithstanding, if all such requirements shall have been satisfied by 11:00 a.m.in the case of Global Securities, New York time, on such day, and in all other cases, the a Notice of Conversion Date shall be delivered and such Securities shall be surrendered for conversion in accordance with the next succeeding Business Dayrules and procedures of DTC as in effect from time to time. (b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on Company will, as soon as practicable after the Conversion Date, issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled. The Person or Persons entitled to receive such Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock, as of the close of business on the applicable Conversion Date; provided 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 Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, 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. (c) No . Except as otherwise provided in Section 14.06, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust All Securities or portions thereof surrendered for conversion during the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior the Record Date for any Interest Payment Date to the opening close of business on the Business Day next interest payment date, including preceding the Maturity Date, Holders of following Interest Payment Date shall (unless such Securities at or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such regular record date shall receive Record Date to the accrued but unpaid interest payable on such Securities close of business on the corresponding interest payment date notwithstanding Business Day next preceding the conversion. In such event, such Security, when surrendered for conversion, must following Interest Payment Date) be accompanied by delivery of payment payment, in funds acceptable to the Conversion Agent in Company, of an amount equal to the accrued but unpaid interest otherwise 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 Principal Amount being converted; provided provided, however, that no such payment need be made if there shall be required if such Security has been called for redemption on exist at the time of conversion a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults default in the payment of interest payable on the interest payment dateSecurities. (c) If a Holder converts more than one Security at the same time, the Conversion Agent number of shares of Common Stock issuable upon the conversion shall promptly repay such funds to be based on the Holderaggregate Principal Amount of Securities converted. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. (e) 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. (f) Holders that have already delivered a Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Fundamental Change Repurchase Notice has been withdrawn in accordance with the procedures set forth in Section 12.09.

Conversion Procedure. All Holders shall be sent written notice of the Mandatory Conversion Date and the place designated for the Mandatory Conversion, not less than ten (a10) To convert a Securitydays prior to the anticipated date and time thereof. Upon receipt of such notice, each Holder shall surrender his, her or its certificate or certificates for all such shares of Preferred Stock (or, if such Holder alleges that such certificate has been lost, stolen or destroyed, a Holder must (i) if the Security is held in book-entry form, complete lost certificate affidavit and deliver agreement reasonably acceptable to the Depository appropriate instructions pursuant Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Applicable Procedures or (ii) if Corporation at the Security is place designated in definitive formsuch notice, (A) complete and manually sign to be held by the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if Corporation. If so required by the Registrar Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Conversion AgentCorporation, and pay any transfer duly executed by the registered Holder or other taxby his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 5(a) hereof, including the rights, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentenceany, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, to receive notices and in all vote (other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be than as a holder of Common Stock of record Stock), will terminate on the Mandatory Conversion Date; provided that no Date (notwithstanding the failure of any of the Holders to surrender the certificates at or prior to such date), except only the rights of the Holders, upon 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 their certificate or Persons entitled certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 5(b). As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for the Preferred Stock, the Corporation shall issue and deliver to such Holder, or to his, her or its nominees, a certificate or certificates for the number of shares of Common Stock upon issuable on such conversion in accordance with the provisions hereof. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as the record holder or holders shares 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 Applicable 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall executeseries, and the Trustee shall, upon receipt Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion shares of the Security surrenderedPreferred Stock accordingly.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (Bb) surrender the Security to the a Conversion Agent and Agent, (Cc) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth "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 fractional shares pursuant to Section 4.3, and the Cash Component times the number of Evergreen Consideration Units (or fractions thereof) payable upon such conversion. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) . The Person person in whose name the Security Pioneer Common Stock certificate is registered shall be deemed to be a holder of Common Stock stockholder of record on the Conversion Date; provided provided, however, that no surrender of a Security on any date when the stock transfer books of the Company Pioneer shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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 provided, further, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company Pioneer had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Pioneer Common Stock issued upon conversion of a Security. The Company shall not adjust Securities so surrendered for conversion (in whole or in part) during the Base Conversion Price period from the close of business on any regular record date to account the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption on a Redemption Date during the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period beginning at the close of business on a regular record date and prior to ending at the opening of business on the first Business Day after the next succeeding interest payment date, including the Maturity Date, Holders of or if such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding is not a Business Day, the conversion. In second such event, such Security, when surrendered for conversion, must Business Day) shall also be accompanied by delivery of payment in funds acceptable to the Conversion Agent in Company of an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so principal amount of such Security then being converted. If , and such payment does not accompany interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the Security shall not 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 converted; provided that no such payment shall be required if such Security has been called made for redemption accrued interest on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateconverted Security. If the Company defaults in the payment of interest payable on the such interest payment date, the Conversion Agent Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the Holder. (d) A Holder may convert a portion right of a Holder in whose name any Security equal is registered at the close of business on a record date to $1,000 or any integral multiple thereof. Provisions receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture that apply to and the Securities. If a Holder converts more than one Security at the same time, the number of Evergreen Consideration Units issuable upon the conversion shall be based on the aggregate principal amount of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security2037 Note, a Holder must (i) if satisfy the Security is held requirements set forth under the caption “Conversion” in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.032037 Note. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “Conversion Date.” The Company shall deliver the Conversion Proceeds to the Holder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of the Conversion Period. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York 2037 Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) . The Person in whose name the Security is any Ordinary Shares are registered shall be deemed to be a holder of Common Stock shareholder of record on the Conversion Date; provided provided, however, that no surrender of a Security 2037 Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock Ordinary Shares upon such conversion as the record holder or holders of such shares of Common Stock Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock Ordinary 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 provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security 2037 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security2037 Note, such Person shall no longer be a Holder of such Security. (c) 2037 Note. No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security dividends on, or for dividends or other distributions on shares of Common Stock issued upon with respect to, any Ordinary Shares except as provided in this Article Eleven. On conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the 2037 Note, accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior interest with respect to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security converted 2037 Note shall not be converted; provided that no such payment cancelled, extinguished or forfeited, but rather shall be required if such Security has been called for redemption on a redemption date within deemed to be paid in full to the period between the close Holder thereof through delivery of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds Proceeds in exchange for the 2037 Note being converted pursuant to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityprovisions hereof. Upon surrender of a Security 2037 Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security 2037 Note equal in principal amount Principal Amount to the Principal Amount of the unconverted portion of the Security 2037 Note surrendered. 2037 Notes or portions thereof surrendered for conversion after the close of business on any Regular Record Date immediately preceding any Interest Payment Date and prior to the opening of business on such Interest Payment Date shall (unless such 2037 Notes or portions thereof have been called for redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of 2037 Notes or portions thereof being surrendered for conversion, and such interest payable on such Interest Payment Date shall be payable to the registered Holder notwithstanding the conversion of such 2037 Note; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date, (2) only to the extent of overdue interest, if any overdue interest exists at the date of conversion with respect to a 2037 Note, (3) if the 2037 Note is surrendered for conversion after the Regular Record Date immediately preceding the Stated Maturity of the 2037 Note, or (4) if the 2037 Note is surrendered in connection with a call for redemption with a Redemption Date that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date. No other payments or adjustments for interest, or any dividends with respect to any Ordinary Shares, will be made upon conversion.

Conversion Procedure. (a) To convert In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a Securitycopy to the Transfer Agent, a Holder must (i) if Notice of Conversion in the Security is held in book-entry formform attached hereto as Annex V, complete and deliver which shall be deemed to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back satisfy all requirements of the Security and deliver such notice Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Agent, (B) surrender Notice. If in connection with a particular conversion of Preferred Shares the Security to Company determines that manifest error has been made by virtue of the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer conversion price or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements information set forth in the immediately preceding sentenceapplicable Conversion Notice, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall be effective to constitute state the Person or Persons entitled to receive the shares number of Common Stock upon Shares in dispute, and, notwithstanding such conversion as notice from the record holder or holders of such shares Company, shall direct the Transfer Agent to issue and deliver the number of Common Stock on such date, but such surrender shall be effective to constitute Shares not in dispute as and when required by the Person or Persons entitled to receive such shares Statement 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 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateRights. If the Company defaults in shall have notified the payment Transfer Agent of interest payable any such error, the Company shall, on the interest payment datedate such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Conversion Agent shall promptly repay Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such funds dispute is submitted to the Holder. (d) A Holder may convert a portion Auditors. Immediately after receipt of a Security equal to $1,000 or any integral multiple thereof. Provisions timely notice of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in partthe Auditors' determination, the Company shall execute, instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Trustee shallTransfer Agent, upon then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of an order from the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company, authenticate and deliver to 's unqualified obligation that all Common Shares issuable on such conversion be issued by the Holder, a new Security equal due date therefor as provided in principal amount to the unconverted portion Statement of the Security surrenderedRights.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign Unless otherwise provided in connection with any conversion, each conversion of Series B-1 Preferred or Series B Preferred, into Series B Preferred or Series B-1 Preferred, as the irrevocable conversion notice on case may be, shall be effected by the back surrender of the Security and deliver such certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar holder of such shares stating that such holder desires to convert the shares, or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all a stated number of the requirements set forth shares, represented by such certificate or certificates into shares of the other class (and such statement shall obligate the Corporation to issue such shares). Unless otherwise provided in the immediately preceding sentenceconnection with any conversion, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered each conversion shall be deemed to be a holder have been effected as of Common Stock of record on the Conversion Date; provided 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 date on which such stock transfer books certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Series B-1 Preferred and Series B Preferred, as the case may be, as such holder shall cease and the person or persons in whose name or names the certificate or certificates for shares of Series B Preferred or Series B-1 Preferred are open; provided further that to be issued upon such conversion shall be at deemed to have become the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books holder or holders of record of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such SecuritySeries B Preferred and the Series B-1 Preferred represented thereby. (cB) No payment Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder's instructions (i) the certificate or adjustment certificates for the Series B Preferred and the Series B-1 Preferred issuable upon such conversion and (ii) a certificate representing any Series B-1 Preferred and Series B Preferred which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. (C) The issuance of certificates for Series B-1 Preferred or Series B Preferred upon conversion of Series B Preferred or Series B-1 Preferred, respectively, shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior without charge to the opening of business on the next interest payment date, including the Maturity Date, Holders holders of such Securities at shares for any issuance tax in respect thereof or other cost incurred by the close of business on Corporation in connection with such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date conversion and the opening related issuance of business on such interest payment dateSeries B Preferred and Series B-1 Preferred, or if such Security is surrendered for conversion on as the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holdercase may be. (dD) A Holder may convert a portion The Corporation has duly authorized, solely for the purpose of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to issuance upon the conversion of all the Series B-1 Preferred and Series B Preferred, respectively, such number of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in partSeries B Preferred and Series B-1 Preferred, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.as

Conversion Procedure. (a) To convert a SecurityConversion shall be effectuated by delivering by email, a Holder must (i) if the Security is held in book-entry form, complete and deliver mail or other delivery method to the Depository appropriate instructions pursuant 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 Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03nearest whole share. The date on which notice of conversion is given (the “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b”) The Person in whose name the Security is registered shall be deemed to be a holder the date on which the Company receives by email, mail or other means of Common Stock delivery used by Purchaser the Notice of record on the Conversion Date; provided that no surrender (such receipt being evidenced by electronic confirmation of delivery by email or confirmation of delivery by such other delivery method used by Purchaser). Delivery of a Security on any date when the stock transfer books Notice of Conversion to the Company shall be closed shall be effective given by Purchaser pursuant to constitute the Person or Persons entitled to receive notice provisions set forth in 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 Applicable 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityPurchase Agreement. The Company shall not adjust promptly deliver the Base Conversion Price Shares to account for Purchaser after receipt of the accrued but unpaid interestNotice of Conversion from the Purchaser. Notwithstanding the foregoingConversion Shares may be delivered in certificated form, if Securities are converted after the close of business on a regular record date and prior to the opening of business in electronic book-entry form on the next interest payment dateCompany’s records with its transfer agent, including or delivered by DWAC so long as the Maturity DateCompany is then DWAC Operational and the Conversion Shares are not required to bear a restrictive legend. Conversion Shares shall be deemed delivered (i) if delivered in certificated form, Holders upon Purchaser’s actual receipt of such Securities the Conversion Shares in certificated form at the close address specified by Purchaser in the Notice of business on such regular record date shall receive Conversion, as confirmed by written receipt, (ii) if by book entry form, upon Purchaser’s actual receipt of a statement evidencing the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery issuance of payment to the Conversion Agent Shares in an amount equal to book-entry form with the accrued but unpaid interest payable on such interest payment date on Company’s transfer agent at the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults address specified by Purchaser in the payment Notice of interest payable on the interest payment dateConversion, the Conversion Agent shall promptly repay such funds to the Holder. as confirmed by written receipt and (diii) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shallif delivered by DWAC, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendereddeposit into Purchaser’s brokerage account.

Conversion Procedure. The Company shall use its reasonable best efforts to cause its transfer agent to issue the Common Stock within three (a3) To convert business days after the Company receives a Securityfully executed Notice of Conversion and original certificates for the Series B Preferred Stock with executed stock powers and signatures guaranteed. The Company shall bear the cost associated with the issuance of the Common Stock. The Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act of 1933, a Holder must (i) if as amended, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the Security is held in book-entry form, complete and deliver opinion of counsel to the Depository appropriate instructions pursuant Company. The Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Applicable Procedures or (ii) if the Security is Company, such transfer can be made in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03compliance with applicable securities laws. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person person in whose name the Security is certificates of Common Stock are so registered shall be treated as a common stockholder of the Company on the date the Common Stock certificates are so issued. With respect to Mandatory Conversion, each holder of Series B Preferred Stock shall deliver to the Company the appropriate number of shares of Series B Preferred Stock promptly after the Company's delivery of the Notice of Conversion, together with executed stock powers with signatures guaranteed. In the event a holder of Series B Preferred Stock fails to deliver shares of Series B Preferred Stock after the Company's delivery of the Notice of Conversion, such shares of Series B Preferred Stock shall be deemed to be a holder of have been converted into Common Stock of record at the Conversion Price on the Conversion Date; provided that no surrender of a Security on any date when Date and shall be issued and held by the Company until the appropriate certificates for Series B Preferred Stock are presented for cancellation with executed stock transfer books powers and signatures guaranteed. The certificates representing the Series B Preferred Stock shall be cancelled, as reflected in the records 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 Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of issuance of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such SecurityCommon Stock. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if At any time and from time to time, any holder of Loans may convert all or any portion of the Security is Loans held by such holder into a number of shares of Conversion Stock computed by dividing the sum of the principal amount of the Loans being converted plus all accrued and unpaid interest thereon and dividing the result by the Conversion Price then in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or effect. (ii) if the Security is in definitive formExcept as otherwise provided herein, (A) complete and manually sign the irrevocable each conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered Loans shall be deemed to be a holder have been effected as of Common Stock of record on the Conversion Date; provided 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 date on which the note or notes representing the Loans to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such stock transfer books conversion has been effected, the rights of the holder of the Loans converted as a holder of Loans shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are open; provided further that to be issued upon such conversion shall be at deemed to have become the Applicable holder or holders of record of the shares of Conversion Rate in effect Stock represented thereby. (iii) The conversion rights of any Loans subject to redemption under the Senior Credit Agreement shall terminate on the date that such Security shall the Loans have been surrendered for conversionrepaid in full (including all accrued but unpaid interest thereon) unless the Corporation has failed to pay to the holder thereof all principal and accrued and unpaid interest with respect to such Loans. (iv) Notwithstanding any other provision hereof, as if a conversion of Loans is to be made in connection with a Public Offering, a Change of Control or other transaction affecting the stock transfer books Corporation, the conversion of any Loans may, at the election of the Company had holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been closedconsummated. (v) As soon as possible after a conversion has been effected (but in any event within three business days in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder: (a) a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and (b) a note (in identical form to the note so converted, except with respect to the principal amount thereof) representing any portion of the Loans which were represented by the note or notes delivered to the Corporation in connection with such conversion but which were not converted. (vi) The issuance of certificates for shares of Conversion Stock upon conversion of Loans shall be made without charge to the holders of such Loans for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of a Securityany Loans, the Corporation shall take all such Person actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall no longer be a Holder validly issued, fully paid and nonassessable, free and clear of such Securityall taxes, liens, charges and encumbrances with respect to the issuance thereof. (cvii) No payment The Corporation shall not close its books against the transfer of Loans or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Conversion Stock issued or issuable upon conversion of a Security. The Company shall not adjust Loans in any manner which interferes with the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close timely conversion of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderLoans. (dviii) A Holder may convert a portion The Corporation shall at all times reserve and keep available out of a Security equal to $1,000 or any integral multiple thereof. Provisions its authorized but unissued shares of this Indenture that apply to Conversion Stock, solely for the purpose of issuance upon the conversion of the Loans, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Loans. All shares of a Security also apply Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedLoans.

Conversion Procedure. (a) To convert a SecurityDebenture, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 7 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Debentures. The “Conversion Date” shall be the first Business Day on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases"Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Date shall be Agent, a certificate for the next succeeding Business Day. (b) number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 15.3. The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock treated as the stockholder of record on the Conversion Date; provided that no surrender as 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 Applicable 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 closedDate. Upon conversion of a SecurityDebenture, such Person shall no longer be a Holder of such Security. (c) Debenture. No payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Fifteen. On conversion of a Debenture, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the Debentures 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 Debenture and no such cash interest or amounts reflecting accretion of the Debentures shall be deemed to be canceled, extinguished or forfeited, but unpaid interest on a converted Security or for dividends or distributions on 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 upon conversion for the Accreted Principal Amount or the Restated Principal Amount (as the case may be) of a Securitythe Debenture being converted pursuant to the provisions hereof. The Company shall will not adjust the Base Conversion Price conversion ratio to account for the accrued but and unpaid cash interest. Notwithstanding the foregoing, if Securities are 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 after is a not a Business Day in a place where a Conversion Agent is located, the close of business on a regular record date and prior to the opening of business Debenture may be surrendered on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest 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 succeeding day that no such payment shall be required if such Security has been called for redemption on is a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityBusiness Day. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Debenture in an authorized denomination equal in principal amount to the unconverted portion of the Security 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 for Debentures or portions of Debentures called for redemption on a Purchase Date occurring during the period from the close of business on a record date and ending on the close of business on the next Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next Business Day after the Interest Payment Date), such Holder shall pay to the Company an amount equal to cash interest payable on the converted principal amount.

Conversion Procedure. (a) To convert a SecurityConvertible Note, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 8 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Global Security. The “Conversion Date” shall be the first Business Day on which the Holder satisfies all of those requirements is the requirements set forth in conversion date (the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases“Conversion Date”). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Date Agent, a certificate for the number of full Common Shares deliverable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 4.1(d); provided that, in case of a Principal Value Conversion pursuant to Section 4.1(b)(i), the Company shall be deliver such Common Shares or cash pursuant to Section 4.1(d) not later than three Business Days following the next succeeding Business Day. (b) Conversion Date. The Person person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock shareholder of record on and after the next Business Day following the Conversion Date; provided 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 Applicable 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 SecurityConvertible Note, such Person person shall no longer be a Holder of such Security. (c) Convertible Note. No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security dividends on, or for dividends other distributions with respect to, any Common Shares except as provided in this Article IV. If any Holder elects to convert Convertible Notes (in whole or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust in part) during the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date for the payment of an installment of interest to the opening of business on the next interest payment date, including the Maturity succeeding Interest Payment Date, Holders of such Securities at then the close of business on such regular record date Holder shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment deliver to the Conversion Agent payment in funds acceptable to the Company of an amount equal to the accrued but unpaid interest payable on such interest payment date Interest Payment Date on the portion so principal amount of such Convertible Notes then being converted. If , and such payment does not accompany such Security, the Security shall not be converted; provided that no such payment interest installment shall be required if payable to such Security has been called for redemption on a redemption date within registered Holder notwithstanding the period between conversion of the close Convertible Notes, subject to the provisions of business on such record date and this Indenture relating to the opening payment of business on such defaulted interest payment date, or if such Security is surrendered for conversion on by the interest payment dateCompany. If the Company defaults in the payment of interest payable on the interest payment datesuch Interest Payment Date, the Conversion Agent Company shall promptly repay such funds to such Holder. Nothing in this Section 4.1 shall affect the Holder. (d) A Holder may convert a portion right of a Security equal Holder in whose name any Convertible Note is registered at the close of business on a Regular Record Date to $1,000 or any integral multiple thereof. Provisions receive the interest payable on such Convertible Note on the related Interest Payment Date in accordance with the terms of this Indenture and the Convertible Notes. If the Holder converts more than one Convertible Note at the same time, the number of Common Shares deliverable upon the conversion shall be based on the total principal amount of the Convertible Notes converted. If the last day on which a Convertible Note may be converted is not a Business Day, the Convertible Note may be converted on the next succeeding day that apply to conversion of all of is a Security also apply to conversion of Business Day. If a portion of a Security. Upon surrender of a Security that Convertible Note is converted in part, the Company shall execute, execute and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Convertible Note in an authorized denomination equal in principal amount to the unconverted portion of the Security surrenderedConvertible 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 Holder 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. (a) To convert a Security, a Holder must (i) Upon any conversion pursuant to Section 3(a), the Borrower shall take all measures necessary or appropriate to permit such conversion to occur as promptly as practicable and otherwise comply with all of its obligations hereunder, including, but not limited to, (A) calling a special meeting of the Board of Directors and/or stockholders of the Borrower to authorize an amendment to the Borrower’s Certificate of Incorporation authorizing the applicable class or series of Borrower’s capital stock issuable upon conversion of the Note and, if necessary, the Security additional capital stock issuable upon conversion of the aforementioned capital stock, (B) filing such amendment with the Secretary of State of the State of Delaware, and (C) taking any other action necessary or appropriate to consummate the transactions contemplated hereby and to permit the conversion to occur as promptly as practicable. If at any time the number of authorized but unissued shares of Borrower’s capital stock are insufficient to permit the conversions contemplated by this Section 3, the Borrower shall take such actions as may be necessary to increase the Borrower’s authorized, unreserved and unissued shares of the applicable class or series of capital stock to such number of shares as shall be sufficient for such conversion. Upon delivery, all shares issued pursuant to this Section 4 shall be duly and validly issued, fully paid and non-assessable. (ii) No fractional shares or interest of capital stock of the Borrower, or scrip representing fractional shares or interests, shall be issued upon conversion of the Note pursuant to this Section 3. Any principal amount and accrued but unpaid interest not converted into the capital stock because of the restrictions of the preceding sentence shall be paid by the Borrower to the Lender in immediately available funds on the date of the conversion. If this Note is held in book-entry formconverted into capital stock of the Borrower, complete this Note shall be treated by the Borrower as surrendered for cancellation and exchanged into such capital stock and this Note will be deemed, for all purposes, to be canceled on the books of the Borrower and the obligation represented by this Note so terminated. The Borrower shall, as soon as practicable after receipt of this Note marked cancelled, issue and deliver to the Depository appropriate instructions pursuant Lender at its designated address a certificate or certificates for the number of shares of capital stock to which the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” Lender shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided 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 (bearing such legends as are required by applicable state and Federal securities laws in the record holder or holders opinion 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 Applicable 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. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior counsel to the opening of business on the next interest payment dateBorrower), including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest together with immediately available funds payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent Holder for any cash amounts payable as described in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holderthis clause (ii). (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of Global Notes, comply with the procedures of the Depositary in effect at that time and furnish appropriate endorsement and transfer documents, and (2) in the case of a Security, a Holder must (i) if the Security is held Note issued in book-entry certificated form, complete and deliver surrender such Notes, duly endorsed to the Depository Company or in blank (and accompanied by appropriate instructions pursuant to endorsement and transfer documents), at the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back office of the Security conversion agent, and deliver such give irrevocable written notice to the Conversion Agentconversion agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a "Notice of Conversion") at said office or place that such holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for the shares, (B) surrender the Security to if any, included upon settlement of the Conversion Agent Obligation, to be registered. No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Repurchase Notice or Option to Elect Repurchase Upon a Fundamental Change and (C) furnish appropriate endorsements and transfer documents if required not validly withdrawn such Repurchase Notice or Option to Elect Repurchase upon a Fundamental Change in accordance with Article 3. If more than one Note shall be surrendered for conversion at one time by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other casessame holder, the Conversion Date Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the next succeeding Business Daybasis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (b) The Person in whose name the Security is registered In case any Note shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of surrendered for partial conversion, the Company shall execute and, upon written direction of the Company, the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (c) If a holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, which may be closed imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares to be effective issued in a name other than the holder's name. The Trustee may refuse to constitute deliver the Person or Persons entitled to receive certificates representing the shares of Common Stock upon such conversion as being issued in a name other than the record holder holder's name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder's name. Nothing herein shall preclude any tax withholding required by law or 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 Applicable 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 Securityregulations. (cd) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any conversion agent other than the Trustee. (e) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security dividends on, or for dividends or other distributions on shares of with respect to, any Common Stock issued upon except as provided in this Article 17. Except for conversion of a Security. The Company shall not adjust during the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular any record date and prior immediately preceding any interest payment date to the opening close of business on the Business Day immediately preceding such interest payment date, upon conversion of a Note, in which case the holder on such record date shall receive the Interest and Additional Amounts, if any, that portion of accrued and unpaid Interest and Additional Amounts, if any, payable on such interest payment date, if any, on the converted Note attributable to the period from the most recent interest payment date (or, if no interest payment date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock, or any cash in lieu thereof (together with the cash payment, if any, in lieu of fractional shares), in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock, or any cash in lieu thereof (together with any such cash payment in lieu of fractional shares), shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid Interest and Additional Amounts, if any, accrued through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock, or any cash in lieu thereof (and any such cash payment), shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. (f) Notes or portions thereof surrendered for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in immediately available funds or other funds acceptable to the Company, of an amount equal to the Interest and Additional Amounts, if any, payable on such interest payment date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made (1) if the Company has specified a redemption date that occurs after a record date but on or prior to the next interest payment date, including (2) if the Maturity DateCompany has specified a Fundamental Change Repurchase Date during such period or (3) to the extent of any overdue Interest or overdue Additional Amounts, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities if any overdue Interest or Additional Amounts exist on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment Conversion Date with respect to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so Notes converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (Bb) surrender the Security to the a Conversion Agent and Agent, (Cc) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, and (d) pay any transfer or other similar tax, if required, and (e) if the Company has exercised its option provided for in Section 14.1, make the payment, if any, required by Section 9.03. the third paragraph of paragraph 8 on the reverse side of the form of Security attached hereto as Exhibit A. The “Conversion Date” shall be the Business Day date on which the --------- Holder satisfies all of those requirements is the requirements set forth "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 fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York Securities may be surrendered for conversion in accordance with the Applicable Procedures of the Depositary as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) . The Person person in whose name the Security Common Stock certificate is registered shall be deemed to be a holder of Common Stock shareholder of record on the Conversion Date; provided 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 person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable 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 person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 4. On conversion of a Security, that portion of accrued but unpaid Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 14.1) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 14.1, the later of (x) the date of such exercise and (y) the date on which interest on a 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 dividends or distributions on 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 14.1) 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 upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account in exchange for the accrued but unpaid interest. Notwithstanding Issue Price of the foregoing, if Securities are Security being converted after the close of business on a regular record date and prior pursuant to the opening provisions hereof. If a Holder converts more than one Security at the same time, the number of business shares of Common Stock issuable upon the conversion shall be based on the next interest payment date, including the Maturity Date, Holders aggregate Principal Amount of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount Principal Amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a1) To convert a SecurityExcept as otherwise expressly provided herein, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable each conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered Junior Convertible Preferred Stock shall be deemed to be a holder have been effected as of Common Stock of record on the Conversion Date; provided 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 date on which such stock transfer books Junior Convertible Preferred Stock have been surrendered for conversion at the principal office of the Company. At such time as such conversion has been effected, the rights of the holder of such Junior Convertible Preferred Stock as such holder to the extent of the conversion shall cease, and the Person or Persons in whose name or names any Conversion Shares are open; provided further that to be issued upon such conversion shall be at deemed to have become the Applicable holder or holders of record of the Conversion Rate Shares represented thereby. (2) As soon as possible after a conversion has been effected (but in effect any event within five business days in the case of clause (A) below), the Company shall: (A) register on the date Company’s stock register the number of Conversion Shares (excluding any fractional Conversion Share) issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (B) deliver to the converting holder payment in cash of the amount payable under Section 6(b)(3) below; and (C) register on the Company’s stock register shares of new Junior Convertible Preferred Stock representing any portion of the Stated Capital which was represented by the Junior Convertible Preferred Stock surrendered to the Company in connection with such conversion but which was not converted (other than pursuant to Section 6(b)(3) below). (3) If any fractional Conversion Share would, except for the provisions hereof, be deliverable upon conversion of such Junior Convertible Preferred Stock, the Company, in lieu of delivering such fractional Conversion Share, may pay an amount in cash equal to the Stated Capital of the portion of the Junior Convertible Preferred Stock that such Security shall would have been surrendered converted into such fractional Conversion Share. (4) The issuance of Conversion Shares upon conversion of Junior Convertible Preferred Stock shall be made without charge to the holder hereof for conversion, as if the stock transfer books of any issuance tax in respect thereof or other cost incurred by the Company had not been closedin connection with such conversion and the related issuance of Conversion Shares. Upon conversion of a SecurityJunior Convertible Preferred Stock, the Company shall take all such Person actions as are necessary in order to insure that the Conversion Shares issuable with respect to such conversion shall no longer be a Holder of such Securityvalidly issued, fully paid and nonassessable. (c5) No payment The Company shall not close its books against the transfer of Conversion Shares issued or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued issuable upon conversion of a SecurityJunior Convertible Preferred Stock in any manner which interferes with the timely conversion of such Junior Convertible Preferred Stock. The Company shall not adjust the Base Conversion Price assist and cooperate with any holder of Junior Convertible Preferred Stock required to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and make any governmental filings or obtain any governmental approval prior to or in connection with the opening of business on the next interest payment date, including the Maturity Date, Holders conversion of such Securities at Junior Convertible Preferred Stock (including, without limitation, making any filings required to be made by the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderCompany). (d6) A Holder may convert a portion The Company shall at all times reserve and keep available out of a Security equal to $1,000 or any integral multiple thereof. Provisions its authorized but unissued Conversion Shares, solely for the purpose of this Indenture that apply to issuance upon the conversion of the Junior Convertible Preferred Stock, such number of Conversion Shares issuable upon the conversion of all outstanding shares of a Security also apply Junior Convertible Preferred Stock. All Conversion Shares which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to conversion assure that all such Conversion Shares may be so issued without violation of a portion any applicable law or governmental regulation or any requirements of a Security. Upon surrender any domestic securities exchange upon which Conversion Shares may be listed (except for official notice of a Security that is converted in part, issuance which shall be immediately delivered by the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedeach such issuance).

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the a Conversion Agent, (B2) surrender the Security Note to the a Conversion Agent and Agent, (C3) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, and (4) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.0310.04. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “Conversion Date.” As promptly as practicable on the Conversion Date, the Company shall issue and deliver to the Trustee, for delivery to the Holder (unless a different Person is indicated on the conversion notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 4.03. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Notes, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York Notes may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person person in whose name the Security is registered shares of Common Stock are issuable upon conversion shall be deemed to be a holder of record of such Common Stock of record on the Conversion Date; provided provided, however, that no surrender of a Security Note on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such Person person shall no longer be a Holder of such Security. (c) No Note. Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust Note prior to the Base Conversion Price to account issuance of such shares. (c) Holders of Notes surrendered for conversion (in whole or in part) during the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after period from the close of business on a regular record date and prior any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date, such Notes shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date unless (1) such Notes have been surrendered for conversion following the Regular Record Date immediately preceding the final interest payment datedate (May 15, including 2014), (2) the Maturity Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, Holders or (3) to the extent of overdue interest, if any, which exists at the time of the Conversion with respect to such Note. Except as otherwise provided in this Section 10.02(c), no payment or adjustment will be made for accrued interest on a converted Note. Accrued interest shall be deemed paid by the shares of Common Stock into which the Note is convertible, and, together with any cash payment of such Securities Holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Note so converted and to satisfy the Company’s obligations to pay accrued and unpaid interest on such Note. (d) Subject to Section 10.02(c), nothing in this Section shall affect the right of a Holder in whose name any Note is registered at the close of business on such regular record date shall a Regular Record Date to receive the accrued but unpaid interest payable on such Securities Note on the corresponding interest payment date notwithstanding related Interest Payment Date in accordance with the terms of this Indenture, the Notes and the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion. , if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 10.03) shall be based on the aggregate principal amount of all Notes so converted. (e) In the case of any Note which is converted in part only, upon such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment conversion the Company shall execute and the Trustee shall authenticate and deliver to the Conversion Agent Holder thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the, and in exchange for, unconverted portion of the accrued principal amount of such Note. A Note may be converted in part, but unpaid interest payable on only if the principal amount of such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close part is an integral multiple of business on such record date $1,000 and the opening principal amount of business on such interest payment date, or if Note to remain outstanding after such Security conversion is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to . (f) The Company shall not effect any conversion of a Note, and no Holder shall have the right to convert any portion of a Securitysuch Note, to the extent that after giving effect to such conversion (including any Make-Whole Premium), the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). Upon surrender For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of a Security that Note in respect of which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, non converted portion of any Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non converted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in partthe preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 10.02(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall executewithin one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, and the Trustee shall, upon receipt number of an order from outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, authenticate and deliver to including any Note, by the HolderHolder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding the foregoing, a new Security equal in principal amount to the unconverted portion Conversion Limitation shall not be applicable (i) on any of the Security surrenderedten Trading Days up to and including the Maturity Date, or (ii) on any of the ten Trading Days up to and including the effective date of a Fundamental Change or (iii) during the period in which the Holder may effect a conversion or repurchase upon a Fundamental Change.

Conversion Procedure. (a) To i. At any time and from time to time, any holder of Series A Preferred or Series B Preferred may convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures all or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back any portion of the Security Series A Preferred and deliver Series B Preferred (including any fraction of a Share) held by such notice holder into a number of shares of Conversion Stock computed by multiplying the number of Shares of such Preferred Stock to be converted, by the Liquidation Value for such Shares and dividing the result by the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth Price for such Shares then in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Dayeffect. (b) The Person in whose name the Security is registered ii. Except as otherwise provided herein, each conversion of such Preferred Stock shall be deemed to be a holder have been effected as of Common Stock of record on the Conversion Date; provided 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 date on which the certificate or certificates representing such stock transfer books Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Shares converted as a holder of such Shares shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are open; provided further that to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby. iii. The conversion rights of any Share subject to redemption hereunder shall terminate 10 business days prior to the Redemption Date for such Share unless the Corporation has failed to pay to the holder thereof the full consideration therefor required hereunder. iv. If conversion of the Series A Preferred or Series B Preferred is to be made in connection with a Public Offering or other transaction affecting the Corporation, the conversion of any Shares may, at the Applicable Conversion Rate election of the holder thereof, be conditioned upon the consummation of such transaction (including, without limitation, a Change in effect Ownership, Fundamental Change or Organic Change), in which case such conversion shall not be deemed to be effective until such transaction has been consummated. v. Notwithstanding any other provision hereof, all accrued and unpaid dividends on the Shares so converted shall be canceled immediately prior to such conversion, and the holder(s) of such Shares shall not receive, nor shall they be entitled to, any payment in respect of such dividends. vi. As soon as possible after a conversion has been effected (but in any event within five business days in the case of Section 7A(vi)(a) below), the Corporation shall deliver to the converting holder: (a) a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and (b) a certificate representing any Shares of Series A Preferred or Series B Preferred, as applicable, that were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. vii. The issuance of certificates for shares of Conversion Stock upon conversion of such Preferred Stock shall be made without charge to the holders of such Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of each Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. viii. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in a form reasonably satisfactory to the Corporation, duly executed by the registered holder. ix. The Corporation shall not close its books against the transfer of such Preferred Stock or of Conversion Stock issued or issuable upon conversion of such Preferred Stock in any manner that interferes with the timely conversion of such Preferred Stock. The Corporation shall assist and cooperate with any holder of Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Shares hereunder (including, without limitation, making any filings required to be made by the Corporation). x. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of such Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Shares. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action that would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Shares. xi. If any fractional interest in a share of Conversion Stock would, except for the provisions of this subsection, be delivered upon any conversion of such Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Conversion Price of such fractional interest as of the date of conversion. xii. If the shares of Conversion Stock issuable by reason of conversion of such Preferred Stock are convertible into or exchangeable for any other stock or securities of the Corporation, the Corporation shall, at the converting holder's option, upon surrender of the Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified. xiii. All shares of Series A Preferred and Series B Preferred that such Security shall have been surrendered for conversion, conversion as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person herein provided shall no longer be a Holder of deemed to be outstanding and all rights with respect to such Security. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment dateshares, including the Maturity Daterights if any to receive notices and to vote, Holders shall immediately cease and terminate on the effective date of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must except only the right of the holders thereof to receive shares of Conversion Stock in exchange therefor and payment of any declared and unpaid dividends thereon. Any shares of Series A Preferred and Series B Preferred so converted shall be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security retired and cancelled and shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall executereissued, and the Trustee shallCorporation may from time to time take such appropriate action as may be necessary to reduce the authorized shares of Series A Preferred or Series B Preferred, upon receipt of an order from the Companyas applicable, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedaccordingly.

Conversion Procedure. (a) To convert a Securitythis Note into Conversion Shares pursuant to Section 4(a), a Holder must shall surrender this Note (ior an affidavit of lost instrument pursuant to Section 10 below) to Maker accompanied by an executed conversion notice, the form of which is attached hereto as Exhibit A (the “Conversion Notice”). The Conversion Notice shall state the Conversion Shares into which the Note shall be converted, and the name or names (with address(es)) in which the certificate or certificates of the Conversion Shares shall be issued, if the Security is held in book-entry formConversion Shares are to be certificated. As soon as practicable after the receipt of such Conversion Notice and the surrender of this Note, complete Maker shall (1) issue and deliver to the Depository appropriate instructions pursuant to Holder one or more certificates for the Applicable Procedures or (ii) Conversion Shares, if the Security is in definitive formConversion Shares are certificated, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C2) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay provide for any transfer or other tax, if required by fractional shares as provided in Section 9.034(c). The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered Such conversion shall be deemed to be a holder have been effected immediately prior to the consummation of Common Stock of record on the SPAC Transaction (the “Conversion Date”). Upon the Conversion Date; provided that no surrender of a Security on any date when , the stock transfer books of Holder’s rights under this Note shall cease and the Company person or persons in whose name or names the Conversion Shares shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock issuable 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 deemed to have become the Applicable holder(s) of record of such Conversion Rate in effect on Shares. In the event after this Note is duly converted, the SPAC Transaction is not consummated by the one-year anniversary of the date hereof or is otherwise terminated or withdrawn, then the Holder’s rights under this Note (including all payments under this Note) shall continue as if such conversion did not take place. The Maker shall provide written notices to Holder upon (i) the execution and delivery of any definitive or long form agreements for the SPAC Transaction, (ii) any amendment of such definitive or long form agreements for the SPAC Transaction, (iii) the date that such Security shall have been surrendered for conversion, as if the stock transfer books is at least thirty (30) days in advance of the Company had not been closed. Upon conversion anticipated consummation of a Security, such Person shall no longer be a Holder of such Security. the SPAC Transaction and (civ) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted at least five (5) days in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion advance of the Security surrenderedanticipated consummation of the SPAC Transaction.

Conversion Procedure. The conversion right provided for in Section 7.1 may be exercised by notice in writing given to the Bank at its registered office or to the Depositary at its principal office in Toronto accompanied by the certificate or certificates representing the Exchangeable Shares in respect of which such conversion right is being exercised. Such notice shall be signed by such holder or his duly authorized attorney or agent and shall specify the number of Exchangeable Shares which the holder desires to have converted. If less than all the Exchangeable Shares represented by a certificate or certificates accompanying any such notice are to be converted, the holder shall be entitled to receive a new certificate representing the Exchangeable Shares represented by the surrendered certificate or certificates which are not to be converted. 1. The amendments to the by-laws of Canadian Western Bank (the “Target”) attached as Appendix 1 to Schedule A of the transaction agreement between the Target and National Bank of Canada (the “Purchaser”) dated June 11, 2024 (the “Transaction Agreement”), whereby: (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back new class of Exchangeable Shares of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall Target will be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day.created; (b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books terms of the Company shall Common Shares will be closed shall amended to provide that each outstanding Common Share, other than those beneficially owned by Purchaser and its subsidiaries that have not been allocated to a segregated or other investment fund established and maintained by any such subsidiary, will 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 changed into one Exchangeable Share at the close of business on the next succeeding day on which such stock transfer books are openEffective Time; provided further that such conversion shall be at the Applicable 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 (c) No payment or adjustment shall each Exchangeable Share will thereupon be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price automatically transferred to account Purchaser: (i) in exchange for the accrued but unpaid interestConsideration, in the case of Exchangeable Shares that are not Dissent Shares, or (ii) the right to be paid Fair Value for their Exchangeable Shares, in the case of Exchangeable Shares that are Dissent Shares, are confirmed; 2. Any officer or director of the Target is hereby authorized and directed, for and on behalf of the Target, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. 3. Notwithstanding the foregoingapproval of this special resolution by the shareholders of the Target, the directors of the Target are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Target, (i) amend, modify or supplement the Transaction Agreement to the extent permitted by the Transaction Agreement, (ii) subject to the terms of the Transaction Agreement, not to proceed with the Transaction, and (iii) in the event that the Transaction Agreement is terminated in accordance with its terms or the Transaction does not proceed in accordance with the terms of the Transaction Agreement, not proceed with the adoption of the amendments to the by-laws or, if Securities are converted after adopted, revoke the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holderamendments. (d) 4. Defined terms used but not defined in this special resolution have the meaning given to them in Appendix 1 to Schedule A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedTransaction Agreement.

Conversion Procedure. (a) To convert a SecurityNote in certificated form, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice Notice of Conversion on the back of the Security Note, or facsimile of such Notice of Conversion, and deliver such notice Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (2) surrender the Note to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.03(c) and (5) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.0313.05. Anything herein to the contrary notwithstanding, in the case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 13.03(a) and the Applicable Procedures as in effect from time to time. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the requirements set forth in this Section 13.03(a) is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the “Conversion Date shall be the next succeeding Business DayDate.” (b) The Person Each conversion shall be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date and the person in whose name the Security is registered shares of Common Stock shall be issuable upon conversion shall be deemed to be a the holder of record of such Common Stock as of record the close of business on such Conversion Date, and the Company shall deliver the consideration due in respect of any conversion on the third Business Day immediately following the relevant Conversion Date; provided provided, however, that no surrender of a Security Note on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable 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 SecurityNote, such Person person shall no longer be a the Holder of such Security. Note and (ci) No such Note will cease to be Outstanding, (ii) interest will cease to accrue on such Note and (iii) all other rights of such person in respect of such Note will terminate (other than the right to receive the consideration due upon conversion of such Note). Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a SecurityNote prior to the issuance of such shares. The A Holder that has delivered a Repurchase Notice or a Fundamental Change Repurchase Notice pursuant to Section 14.01 or Section 16.01, as the case may be, with respect to a Note may not surrender such Note for conversion until such Holder has withdrawn the Repurchase Notice in accordance with Section 14.01 or the Fundamental Change Repurchase Notice in accordance with Section 16.01, as the case may be. (c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion, such Notes shall also be accompanied by payment in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Note so converted if any overdue interest exists at the time such Holder surrenders such Note for conversion); provided, however, that no such payment need be made (i) if the Company has specified a Redemption Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (ii) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (iii) if conversion occurs after the last Regular Record Date prior to the Maturity Date. Except as otherwise provided in this Section 13.03(c) and Section 14.01(c), no payment or adjustment will be made for accrued interest on a converted Note and any such accrued interest shall not adjust be deemed satisfied and extinguished. (d) Subject to Section 13.03(c), nothing in this Section 13.03 shall affect the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after right of a Holder in whose name any Note is registered at the close of business on a regular record date and prior Regular Record Date to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Note on the corresponding interest payment date notwithstanding related Interest Payment Date in accordance with the conversionterms of this Indenture and the Notes. In such eventIf a Holder converts more than one Note at the same time, such Security, when surrendered for conversion, must the number of shares of Common Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 13.04) shall be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date based on the portion aggregate principal amount of all Notes so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (de) A Holder may convert a portion In the case of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that Note which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security equal Note or Notes of authorized denominations in an aggregate principal amount to equal to, and in exchange for, the unconverted portion of the Security surrenderedprincipal amount of such Note.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (Bii) surrender the Security to the Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by to the Registrar or the Conversion Agent, and (iv) pay any transfer or other tax, if required by Section 9.034.4 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 “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the foregoing requirements set forth in is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other casesconversion date. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Date shall be Agent a certificate for the next succeeding Business Day. (b) number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.5. The Person person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock stockholder of record on the Conversion Dateconversion date; provided 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 person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further PROVIDED, FURTHER, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust , but if any Holder surrenders a Security for conversion between the Base Conversion Price to account record date for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close payment of business on a regular record date an installment of interest and prior to the opening of business on the next interest payment date, including then, notwithstanding such conversion, the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding shall be paid to the conversionHolder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment a check or draft payable to the Conversion Agent in an amount equal to the accrued but unpaid interest 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 PROVIDED, HOWEVER, that no such payment check or draft shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on and including such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A . If a Holder may convert a portion converts more than one Security at the same time, the number of a Security equal to $1,000 or any integral multiple thereof. Provisions shares of this Indenture that apply to Common Stock issuable upon the conversion shall be based on the aggregate principal amount of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) if the Security is held in book-entry form"CONVERSION DATE"). Within two Business Days following the Conversion Date, complete and the Company shall deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive formHolder, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to through the Conversion Agent, (B) surrender written notice of whether such Security shall be converted into shares of Common Stock or paid in Cash. If the Company shall have notified the Holder that such Security shall be converted into shares of Common Stock, the Company shall deliver to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by Holder no later than the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the seventh Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, 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 hereof. Except as provided in Section 11.01 hereof, if the Company shall have notified the Holder that such Security shall be paid in Cash, the next succeeding Company shall deliver to the Holder surrendering such Security the amount of Cash payable with respect to such Security on the fifth Business Day. (b) Day following such Conversion Date. Except as provided in Section 11.01 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. The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock treated as the stockholder of record on and after the Conversion Date; provided 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 Applicable 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. (c) . No payment on the Securities or adjustment shall of the Conversion Rate 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 but unpaid Original Issue Discount (or interest, if the Company has exercised the option provided for in Section 12.01 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01 hereof, the later of (x) the date of such exercise and (y) the date on which interest on a was last paid) 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 dividends or distributions on 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 issued issuable or Cash paid upon the conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including total Principal Amount of the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. (a) To convert a Security, Security a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back paragraph 9 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Securities. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the requirements set forth Company shall have notified the Holder that such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder as soon as practicable, but in any event no later than the immediately preceding sentenceseventh Business Day following the Conversion Date, in book-entry form the number of full shares of Common Stock issuable upon the conversion and the Conversion Agent shall deliver to such Holder cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in Section 11.01, if all such requirements the Company shall have been satisfied by 11:00 a.m., New York time, on notified the Holder that such day, and Security shall be paid in all other casescash, the Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the fifth Business Day following such Conversion Date shall Date. Except as provided in Section 11.01, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the next succeeding Business Day. (b) Company has notified the Holder in accordance with this paragraph. The Person person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock stockholder of record on and after the Conversion Date; provided 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 person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable 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 person shall no longer be a Holder of such Security. (c) . 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 shall will be made for dividends on any Common Stock except as provided in this Article XI. On conversion of a Security, that portion of accrued but unpaid 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 on a was last paid) of the Security through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or for dividends or distributions on forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock issued upon conversion (together with the cash payment, if any, in lieu of a Security. The Company shall not adjust fractional shares) or of cash, as the Base Conversion Price to account case may be, in exchange for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are Security being converted after the close of business on a regular record date and prior pursuant to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateprovisions hereof. If the Company defaults in Holder converts more than one Security at the payment same time, the number of interest payable shares of Common Stock issuable upon the conversion shall be computed based on the interest payment date, total Principal Amount of the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where 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.

Conversion Procedure. (a) To convert a SecurityExcept as otherwise provided herein, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable each conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered Preferred Stock shall be deemed to be a holder have been effected as of Common Stock of record on the Conversion Date; provided 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 date on which the certificate or certificates representing the Series I Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such stock transfer books conversion has been effected, the rights of the holder of the Shares converted as a holder of Series I Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are open; provided further that to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby. (b) Notwithstanding any other provision hereof, if a conversion of Preferred Stock is to be made in connection with a transaction affecting the Corporation, the conversion of any shares of Series I Preferred Stock may, at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books election of the Company had not been closed. Upon conversion of a Securityholder thereof, such Person shall no longer be a Holder conditioned upon the consummation of such Securitytransaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. (c) No payment As soon as possible after a conversion has been effected (but in any event within three (3) Business Days in the case of subparagraph (A) below), the Corporation shall deliver to the converting holder: i. a certificate or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on certificates representing the number of shares of Common Conversion Stock issued upon issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; ii. payment of any amount payable under subparagraph (viii) below with respect to such conversion; and iii. a Security. The Company shall not adjust certificate representing any Shares, which were represented, by the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior certificate or certificates delivered to the opening of business on the next interest payment date, including the Maturity Date, Holders of Corporation in connection with such Securities at the close of business on such regular record date shall receive the accrued conversion but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so which were not converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion The issuance of a Security equal certificates representing shares of Conversion Stock upon conversion of Preferred Stock shall be made without charge to $1,000 the holders of such Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of each share of Series I Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. (e) The Corporation shall not close its books against the transfer of Preferred Stock or of Conversion Stock issued or issuable upon conversion of the Series I Preferred Stock in any integral multiple thereofmanner, which interferes with the timely conversion of the Series I Preferred Stock. Provisions The Corporation shall assist and cooperate with any holder of this Indenture that apply Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Shares hereunder (including, without limitation, making any filings required to be made by the Corporation). (f) The Corporation shall at all times after the Conversion Time reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Series I Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.outstanding Preferred

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete Part I of and manually sign the irrevocable conversion notice on the back of the Security (the “Conversion Notice”) and deliver such notice to the a Conversion Agent, (Bb) surrender the Security to the a Conversion Agent and Agent, (Cc) furnish appropriate endorsements and transfer documents if required by the a Registrar or the a Conversion Agent, Agent and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth “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 fractional ADSs pursuant to Section 5.03. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements Securities may be surrendered for conversion in accordance with Applicable Procedures as in effect from time to time. The Conversion Agent shall have been satisfied use commercially reasonable efforts to procure the completion of Part II of the Conversion Notice by 11:00 a.m.the Holder who converts a Security. The Conversion Agent shall promptly, New York timebut 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 dayHolder, deliver to and deposit with the ADS Depositary or its custodian, in all other casesaccordance 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 Conversion Date shall be ADS Depositary will issue such number of ADSs representing the next succeeding Business Day. (b) deposited Ordinary Shares to such Holder. The Person in whose name the Security is registered ADS Depositary or its nominee shall be deemed to be a the registered holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when Ordinary Shares represented by 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 ADSs issued 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 Applicable Conversion Rate in effect on the date that it is registered as such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closedin Parent’s share register. Upon conversion of a Security, such Person a Holder shall no longer be considered a Holder of such Security. (c) . No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock Ordinary Shares issued upon conversion of a Security. The Company shall not adjust Securities so surrendered for conversion (in whole or in part) during the Base Conversion Price period from the close of business on any regular record date to account for the accrued but unpaid interest. Notwithstanding opening of business on the foregoing, if next succeeding interest payment date (excluding Securities or portions thereof which are converted after subject to purchase following a Change of Control on a date during the period beginning at the close of business on a regular record date and prior to ending at the opening of business on the first Business Day after the next succeeding interest payment date, including the Maturity Date, Holders of or if such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding is not a Business Day, the conversion. In second such event, such Security, when surrendered for conversion, must Business Day) shall also be accompanied by delivery of payment in funds acceptable to the Conversion Agent Company in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so principal amount of such Security then being converted. If , and such payment does not accompany interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the Security shall not provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 5.02, no payment or adjustment will be converted; provided that no such payment shall be required if such Security has been called made for redemption accrued interest on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment dateconverted Security. If the Company defaults in the payment of interest payable on the such interest payment date, the Conversion Agent Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the Holder. (d) A Holder may convert a portion right of a Holder in whose name any Security equal is registered at the close of business on a record date to $1,000 or any integral multiple thereof. Provisions receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture that apply to and the Securities. If a Holder converts more than one Security at the same time, the number of ADSs issuable upon the conversion shall be based on the aggregate principal amount of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable Each conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered Series B Preferred Stock shall be deemed to be a holder have been effected on (A) the Series B Conversion Date in the case of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective conversion pursuant to constitute the Person Section B.4(b) 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 (B) the close of business on the next succeeding day date on which the certificate or certificates representing the shares of Series B Preferred Stock to be converted have been surrendered at the principal office of the Corporation in the case of conversion pursuant to Section B.4(a). At such stock transfer books time as such conversion has been effected, the rights of the holder of the shares of Series B Preferred Stock being converted, shall cease and the Person or Persons in whose name or names any certificate or certificates for Conversion Shares are open; provided further that to be issued upon such conversion shall be at deemed to have become the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books holder or holders of record of the Company had Conversion Shares represented thereby. (ii) As soon as possible after a conversion has been effected the Corporation shall deliver to the holder so converting shares of Series B Preferred Stock: (A) a certificate or certificates representing the number of Conversion Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the holder has specified; and (B) a certificate representing any shares of Series B Preferred Stock, if any, which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not been closedconverted. (iii) The issuance of certificates for Conversion Shares upon conversion of shares of Series B Preferred Stock shall be made without charge to the holders of such shares of Series B Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Conversion Shares; provided, -------- however, that the holders shall pay any tax in respect of any transfer involved ------- in the issuance of Conversion Shares in a name other than that in which the shares of Series B Preferred Stock were registered. Upon conversion of a Securityeach share of Series B Preferred Stock, the Corporation shall take all such Person actions as are necessary in order to insure that the Conversion Shares issuable with respect to such conversion shall no longer be a Holder of such Securityvalidly issued, fully paid and nonassessable. (civ) No payment The Corporation shall not close its books against the transfer of shares of Series B Preferred Stock or adjustment of Conversion Shares in any manner which interferes with the timely conversion of shares of Series B Preferred Stock. The Corporation shall assist and cooperate with any holder of shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares hereunder (including, without limitation, making any filings required to be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust by the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderCorporation). (dv) A Holder may convert a portion The Corporation shall at all times reserve and keep available out of a Security equal to $1,000 or any integral multiple thereof. Provisions its authorized but unissued shares of this Indenture that apply to Conversion Shares, solely for the purpose of issuance upon the conversion of the Series B Preferred Stock, such number of Conversion Shares issuable upon the conversion of all of a Security also apply to conversion of a portion of a Securityoutstanding Series B Preferred Stock. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee All Conversion Shares which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon receipt which Conversion Shares may be listed (except for official notice of an order from issuance which shall be immediately delivered by the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedCorporation upon each such issuance).

Conversion Procedure. (a) To convert a Security, 2001 Convertible -------------------- Security a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back Section 7 of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Securities. The “Conversion Date” shall be the first Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other casesthose 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 Date Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 7.3. The Company shall be also direct the next succeeding Business Day. (b) Stock Transfer Agent to prepare and issue Common Stock ready for delivery in book-entry form through the facilities of DTC. The Person Stock Transfer Agent shall confirm to the Trustee in writing that it has received such instructions from the Company. The person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock shareholder of record on the Conversion Date; provided that no surrender as 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 Applicable 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 closedDate. Upon conversion of a 2001 Convertible Security, such Person person shall no longer be a Holder of such 2001 Convertible Security. (c) . No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Seven. On conversion of a 2001 Convertible Security, no accrued and unpaid cash interest, if any, or amounts reflecting any interest accrued for United States federal income tax purposes on the 2001 Convertible Securities, in each case through the Conversion Date, shall be payable with respect to the converted 2001 Convertible Security and no such cash interest or amounts reflecting interest accrued on the 2001 Convertible Securities shall be cancelled, extinguished or forfeited, but unpaid interest on a converted Security or for dividends or distributions on 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 2001 Convertible Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, and any interest accrued for United States federal income tax purposes 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 upon conversion for the Issue Price of a Securitythe 2001 Convertible Security being converted pursuant to the provisions hereof. The Company shall not adjust the Base Conversion Price conversion ratio to account for the accrued but and unpaid cash interest. Notwithstanding the foregoing, if any, or for amounts reflecting interest accrued on the 2001 Convertible Securities are for United States federal income tax purposes. If the Holder converts more than one 2001 Convertible Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount at maturity of the 2001 Convertible Securities converted. If the last day on which a 2001 Convertible Security may be converted after is not a Business Day, the close of business on a regular record date and prior to the opening of business 2001 Convertible Security may be surrendered on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securitysucceeding Business Day. Upon surrender of a 2001 Convertible Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new 2001 Convertible Security in an authorized denomination equal in principal amount at maturity to the unconverted portion of the 2001 Convertible Security surrendered. With respect to Global Securities, the Trustee shall notify DTC to adjust the aggregate principal amount at maturity outstanding downwards to reflect the partial surrender through facilities of DTC and the Trustee shall reflect such adjustment on the Trustee's records on such Global Securities. If the Company exercises its option to pay cash interest on, and restate the principal amount at maturity of, the 2001 Convertible Securities following the occurrence of a Tax Event pursuant to Section 1 of the Securities, then, if a Holder surrenders a 2001 Convertible Security for conversion after the Option Exercise Date and during the period after any record date and prior to the corresponding Interest Payment Date, such Holder shall pay to the Company an amount equal to the cash interest payable on such Interest Payment Date on such 2001 Convertible Security; provided that if such 2001 Convertible Security (or any portion thereof) shall have been called for redemption on a Redemption Date occurring during such period or on such Interest Payment Date, such Holder shall not be required to make such payment to the Company.

Conversion Procedure. (aA) To convert a Security, a Holder must (i) if satisfy the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back requirements of paragraph 10 of the Security and deliver such notice to Securities. As soon as practicable following the Conversion Agent, date (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day ”) on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other casesthose requirements, the Company shall deliver to the Holder through the Conversion Date shall be Agent a certificate for the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder number of full shares of Common Stock issuable upon the conversion, as provided in paragraph 10 of record the Securities, and a check for the amount of cash payable in lieu of any fractional share; provided, however, that any Make-Whole Consideration payable pursuant to Section 10.16 shall be delivered by the Company within the time period specified in Section 10.16(D). Immediately before the close of business on the Conversion Date; provided that no surrender , and thereafter, the person in whose name such certificate is to be registered shall be treated as a stockholder of a Security on any date when the stock transfer books record of the Company Company, and all rights of the Holder of the Security to be converted shall be closed shall be effective to constitute terminate, other than the Person or Persons entitled right to receive the shares of Common Stock upon and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock, as such, until such conversion as the record holder or holders of such Holder has converted its Securities into shares of Common Stock on Stock, or is deemed to be a stockholder of record of the Company, as provided in this Section 10.02(A), and then only to the extent such dateSecurities are deemed to have been so converted or such Holder is so deemed to be a stockholder of record. If a Security is duly surrendered for conversion in accordance herewith, but the Company shall have fully satisfied its obligations with respect to such surrender Security once the Company shall be effective to constitute have duly delivered, in accordance herewith, both (i) the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof Stock, together with any cash payment for all purposes at the close of business on the next succeeding day on which fractional shares, due hereunder upon such stock transfer books are openconversion; provided further that such conversion shall be at the Applicable Conversion Rate in effect on the date that and (ii) if such Security shall have been surrendered for conversion, as if conversion after the stock transfer books close of business on the Company had not been closed. Upon conversion record date for the payment pursuant hereto of a Securityan installment of interest but before the related interest payment date, such Person shall no longer be a Holder installment of such Securityinterest. (cB) No Except as provided in the Securities or in this Article X, no payment or adjustment shall will be made for accrued but unpaid interest on on, or Additional Interest with respect to, a converted Security or for dividends or distributions on shares of any Common Stock issued upon on or prior to conversion. If any Holder surrenders a Security for conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular the record date for the payment of an installment of interest and prior to the opening of business on the next related interest payment date, including then, notwithstanding such conversion, the Maturity Date, Holders 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 Securities Security at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such eventdate; provided, however, that such Security, when surrendered for conversion, must be accompanied by delivery of payment in cash to the Conversion Agent in on behalf of the Company of an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If ; provided further, however, that such payment does not accompany such Security, to the Conversion Agent described in the immediately preceding proviso in respect of a Security surrendered for conversion shall not be converted; provided that no such payment shall be required if such Security has been is called for redemption on a redemption date within Redemption pursuant to Section 3.04 and paragraphs 6 and 7 of the period between the close of business on such record date and the opening of business on such interest payment dateSecurities; provided further, or that if such Security is surrendered for conversion on the interest payment date. If the Company defaults shall have, prior to the Conversion Date with respect to a Security, defaulted in the a payment of interest payable on such Security, then in no event shall the Holder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest payment date, that shall have accrued on such defaulted interest pursuant to Section 2.12 or otherwise (it being understood that nothing in this Section 10.02(B) shall affect the Conversion Agent shall promptly repay such funds to the HolderCompany’s obligations under Section 2.12). (dC) A If a Holder may convert a portion converts more than one Security at the same time, the number of a Security equal to $1,000 or any integral multiple thereof. Provisions full shares of this Indenture that apply to Common Stock issuable upon such conversion shall be based on the total principal amount of all of a Security also apply to conversion of a portion of a Security. Securities converted. (D) Upon surrender of a Security that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered. (E) 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. (a) To convert a Security, a Holder must (i) if Conversion of the Security is held in book-entry form, complete and deliver Series A Preferred Stock upon election of the Required Holders pursuant to Section 6(a)(iii) or as contemplated by the second sentence of Section 6(c) shall be effected by delivery to the Depository appropriate instructions Company by the Required Holders of a written notice stating the election of such holders to convert the Series A Preferred Stock. In the event the notice shall specify any name other than that of a record holder, the notice shall be accompanied by documents confirming ownership, reflecting compliance with the securities laws and, if applicable, payment of all transfer taxes payable upon issuance of the shares of Common Stock in such name. Other than such taxes, the Company shall pay any and all issuance and other taxes (excluding taxes based on income) that may be payable with respect to the issuance and/or delivery of shares of Common Stock on conversion of Series A Preferred Stock. As promptly as practicable, but in no event more than 15 days, after receipt by the Company of the written notice of conversion from the Required Holders, the Company shall deliver notice of conversion of the Series A Preferred Stock to all holders thereof. As promptly as practicable, but in no event more than 5 Business Days after receipt by the Company of the written notice of conversion from the Required Holders or (as applicable) within 5 Business Days after the completion of any required appraisal or Measurement Period as contemplated by the second sentence of Section 6(c), the Company shall deliver or cause to be delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each record holder or other recipient shall be entitled pursuant to Section 6(b) or (as applicable) the Applicable Procedures or second sentence of Section 6(c)(i) hereof. (ii) if A conversion upon election of the Security is in definitive form, (ARequired Holders pursuant to Section 6(a)(iii) complete and manually sign shall be deemed effective immediately prior to the irrevocable conversion notice open of business on the back date of the Security and deliver such respective written notice to the Conversion AgentCompany. However, (B) surrender the Security to Required Holders may specify conversion upon a future date or event, such as the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required fifth anniversary of the Effective Date but in no event later than the fifth anniversary of the Effective Date. In the case of an election by the Registrar or Required Holders following a Listing that is subject to Section 6(c)(i), the Conversion Agent, and pay Required Holders may specify any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Trading Day on which the Holder satisfies all Measurement Period shall begin; provided, however, that such Trading Day shall be (i) no later than January 2, 2017 and (ii) no earlier than the first Trading Day after such election to convert has been made by the Required Holders. Upon conversion, the rights of the requirements set forth in converting holder with respect to the immediately preceding sentenceshares being converted shall terminate, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, except for the Conversion Date shall be right to receive the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder shares of Common Stock of record on issuable upon conversion, and the Conversion Date; provided 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 person entitled to receive the shares of Common Stock upon such conversion so issuable shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at the time of issuance. In the event the written notice for conversion is delivered on such datea day the transfer books of the Company for its Common Stock are closed, but such surrender the conversion shall be effective deemed 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 have occurred upon the close of business on the next first immediately succeeding day date on which such stock transfer books are open; , except as otherwise provided further that such conversion shall be at the Applicable 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 Securityabove. (ciii) No payment In connection with any conversion of Series A Preferred Stock pursuant to Section 6(a)(i) or adjustment the first sentence of Section 6(c)(i), the Company shall deliver or cause to be delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be made for accrued rounded up to the nearest whole share) of Common Stock to which each holder of Series A Preferred Stock shall be entitled pursuant to Section 6(a)(i) or the first sentence of Section 6(c)(i) hereof, as promptly as practicable (but unpaid interest on a converted Security or for dividends or distributions on in no event more than 5 Business Days after the earliest day upon which the number of whole shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must can be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holderdetermined). (div) A Holder may convert a portion of a Security equal to $1,000 or In connection with any integral multiple thereof. Provisions of this Indenture that apply to conversion of all Series A Preferred Stock pursuant to Section 6(a)(ii), but excluding (for the avoidance of doubt) any Change of Control Transaction deemed a Security also apply to conversion Fundamental Change as contemplated by the final sentence of a portion of a Security. Upon surrender of a Security that is converted in partSection 6(c)(i) or by Section 6(c)(ii), the Company shall executedeliver or cause to be delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each holder of Series A Preferred Stock shall be entitled pursuant to Section 6(a)(ii) effective as of immediately prior to the subject Change of Control Transaction. In connection with any such Change of Control Transaction, the Company shall provide all of the holders of Series A Preferred Stock advance notice (before the Change of Control Transaction occurs) of the respective Conversion Common Stock Value, Conversion Value Per Share of Series A Preferred Stock and Current Common Stock Value as soon as reasonably practicable, but in no event less than 15 days prior to such Change of Control Transaction. (v) The shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock, when issued in accordance with the terms hereof, are hereby declared to be, and shall be, validly issued, fully paid and nonassessable shares of Common Stock in the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion hands of the Security surrenderedholders thereof. (vi) In connection with any Triggering Event, if the Conversion Value Per Share of Series A Preferred Stock is zero, the Series A Preferred Stock will be automatically deemed cancelled without further consideration and shall cease to be outstanding.

Conversion Procedure. (a1) To In order to convert any Debenture, such Debenture shall be delivered at any time during usual business hours to the Trustee at any office of the Trustee where Debentures may be registered or transferred on the register maintained thereat by the Trustee for that purpose, accompanied by a Securitywritten notice (substantially in the form set forth in Schedule "A" to this Indenture) duly executed by the registered holder of such Debenture or his attorney duly authorized in writing, which notice shall state that the holder elects to convert the said Debenture in accordance with the provisions hereof and which notice shall further state the name or names (with addresses) in which the certificate or certificates for Shares issuable on such conversion shall be issued and if any of the Shares into which such Debenture is to be converted are to be issued to a Holder must person or persons other than the holder of such Debentures, there shall be paid to the Trustee any transfer tax which may be properly payable. If any certificate or certificates representing any of the Shares issuable on conversion are directed to be issued to any person other than the holder of such Debenture, the signature of such holder, shall be guaranteed by a bank, trust company, member of a recognized stock exchange in Canada or by another person satisfactory to the Trustee. Such holder shall, in addition, comply with such other reasonable requirements as the Trustee may prescribe. (i2) if Subject to Section 4.02 hereof, any holder may by such written notice elect to convert only part of the Security is held principal amount of any Debenture, in book-entry form, complete which event the Company shall issue and the Trustee shall certify and deliver to such holder, at the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back expense of the Security and deliver Company, a new Debenture registered in the name of such notice holder, in a principal amount equal to that part of the Conversion Agent, (B) surrender principal amount of the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on said Debenture which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Daysaid holder did not elect to convert. (b3) The Person in whose name Every such notice of election to convert shall constitute a contract between the Security is registered holder of such Debenture and the Company, whereby the holder of such Debenture shall be deemed to subscribe for the number of Shares which he will be a entitled to receive upon such conversion and in payment and satisfaction of such subscription, to surrender such Debenture and to release the Company from all liability thereon, and whereby the Company shall be deemed to agree that the surrender of such Debenture and the extinguishment of liability thereon shall constitute full payment of such subscription for the Shares to be issued upon such conversion. If more than one (1) Debenture shall be surrendered for conversion at one time by the same holder, the number of full Shares which shall be issuable upon the conversion thereof shall be computed on the basis of the aggregate principal amount of Debentures so surrendered. (4) Forthwith after the receipt of such notice of election to convert, the payment of such transfer tax (if any), the delivery of such Debenture and compliance with all reasonable requirements of the Trustee as aforesaid, the Company shall cause the transfer agent for the Shares to issue and deliver, to or upon the written order of the holder of Common Stock the Debenture so surrendered (i) a certificate or certificates for the number of Shares into which such Debenture has been converted in accordance with the provisions of this Article 4, (ii) a new Debenture (if required) in a principal amount equal to the principal amount of the tendered Debenture which the holder did not elect to convert, (iii) an amount equal to all accrued and unpaid interest on the principal amount of the Debenture or portion of the Debenture, as the case may be, so converted calculated to the date on which notice of election is given by the Debentureholder under this Section 4.03, and (iv) any cash which the Company is required to pay in accordance with the provisions of Section 4.07 hereof. Such conversion shall be deemed to have been made immediately prior to the close of business, at the office of the Trustee where such notice of election was received, on the date on which all conditions precedent to the conversion of such Debenture have been fulfilled and the person or persons in whose name or names any certificate or certificates for Shares shall be issuable shall be deemed to have become on the said date the holder or holders of record on of the Conversion DateShares represented thereby; provided provided, however, that no surrender of a Security on any date when if the stock transfer books of the Company for Shares shall be closed on the said date, the Company shall not be effective required to constitute the Person or Persons entitled to receive the shares of Common Stock issue Shares upon such conversion as until the record date on which such transfer books shall be re-opened and such person or persons shall not be deemed to have become the holder or holders of record of such shares of Common Stock Shares until the date on which such datetransfer books shall be re-opened, but such surrender conversion shall never theless be effected when such transfer books 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 re-opened at the close conversion price in effect on, and otherwise as of, the date of business on conversion. (5) The Company covenants that it shall use its best efforts to ensure that 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 date that such Security shall have been surrendered for conversion, as if the stock transfer books Shares of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. (c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on closed during any period which includes a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, for a dividend or if such Security is surrendered for conversion other distribution on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderShares. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security2020 Debenture, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security 2020 Debenture and deliver such notice to the a Conversion Agent, (Bb) surrender the Security 2020 Debenture to the a Conversion Agent and Agent, (Cc) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the a Conversion Agent, and (d) pay any transfer or other similar tax, if required by Section 9.03required. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth "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 fractional shares pursuant to Section 11.03. Anything herein to the contrary notwithstanding, in the immediately preceding sentencecase of Global Securities, if all conversion notices may be delivered and such requirements shall have been satisfied by 11:00 a.m., New York 2020 Debentures may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) . The Person in whose name the Security Common Stock certificate is registered shall be deemed to be a holder of Common Stock stockholder of record on the Conversion Date; provided PROVIDED, HOWEVER, that no surrender of a Security 2020 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 PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security 2020 Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security2020 Debenture, such Person shall no longer be a Holder of such Security. (c) 2020 Debenture. No payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article XI. On conversion of a 2020 Debenture, that portion of accrued Original Issue Discount (and interest, if the Company has exercised its option provided for in Section 14.01) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option provided for in Section 14.01, the later of (x) the date of such exercise and (y) the date on which interest was last paid) of the 2020 Debenture through the Conversion Date with respect to the converted 2020 Debenture shall not be cancelled, extinguished or forfeited, but unpaid interest on a 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 2020 Debenture being converted Security or for dividends or distributions on 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 (and interest, if the Company has exercised its option provided for in Section 14.01) 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 upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account in exchange for the accrued but unpaid interest. Notwithstanding Issue Price of the foregoing, if Securities are 2020 Debenture being converted after the close of business on a regular record date and prior pursuant to the opening provisions hereof. If a Holder converts more than one 2020 Debenture at the same time, the number of business shares of Common Stock issuable upon the conversion shall be based on the next interest payment date, including the Maturity Date, Holders aggregate Principal Amount of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so 2020 Debentures converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security 2020 Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security 2020 Debenture equal in principal amount Principal Amount to the Principal Amount of the unconverted portion of the Security 2020 Debenture surrendered. Where the Company has exercised its option under Section 14.01, 2020 Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such 2020 Debentures or portions thereof have been called for redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of 2020 Debentures or portions thereof being surrendered for conversion.

Conversion Procedure. (a) To convert a Security, Security a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) if the Security is held in book-entry form, complete and "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive formHolder, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to through the Conversion Agent, (B) surrender a certificate for the Security number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.0310.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock treated as the stockholder of record on and after the Conversion Date; provided 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 Applicable 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. (c) . No payment on the Securities or adjustment shall of the Conversion Rate 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 but unpaid interest on a Original Issue Discount attributable to the period from the Issue Date of the Security 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 dividends or distributions on 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 issued issuable upon the conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including total Principal Amount of the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that it is not a Legal Holiday.

Conversion Procedure. (a) To convert a SecurityNote in certificated form, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A1) complete and manually sign the irrevocable conversion notice Notice of Conversion on the back of the Security Note, or facsimile of such Notice of Conversion, and deliver such notice Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (2) surrender the Note to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.02(c) and (5) pay any all transfer or other taxsimilar taxes, if required by pursuant to Section 9.0313.04. Anything herein to the contrary notwithstanding, in the case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 13.02(a) and the Applicable Procedures as in effect from time to time. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the requirements set forth in this Section 13.02(a) is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the “Conversion Date shall be the next succeeding Business DayDate.” (b) The Person Each conversion shall be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date and the person in whose name the Security is registered shares of Common Stock shall be issuable upon conversion shall be deemed to be a the holder of record of such Common Stock as of record the close of business on such Conversion Date, and the Company shall deliver the consideration due in respect of any conversion on the third Business Day immediately following the relevant Conversion Date; provided provided, however, that no surrender of a Security Note on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable 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 SecurityNote, such Person person shall no longer be a the Holder of such Security. (c) No Note. Except as set forth in this Indenture, no payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a SecurityNote prior to the issuance of such shares. The A Holder that has delivered a Fundamental Change Purchase Notice pursuant to Section 15.01 with respect to a Note may not surrender such Note for conversion until such Holder has withdrawn the Fundamental Change Purchase Notice in accordance with Section 15.01(c). (c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion, such Notes shall also be accompanied by payment in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Note so converted if any overdue interest exists at the time such Holder surrenders such Note for conversion); provided, however, that no such payment need be made (i) if the Company has specified a Redemption Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (iii) if conversion occurs after the last Regular Record Date prior to the Maturity Date,. Except as otherwise provided in this Section 13.02(c) and Section 14.01(c), no payment or adjustment will be made for accrued interest on a converted Note and any such accrued interest shall not adjust be deemed satisfied and extinguished. (d) Subject to Section 13.02(c), nothing in this Section 13.02 shall affect the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after right of a Holder in whose name any Note is registered at the close of business on a regular record date and prior Regular Record Date to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Note on the corresponding interest payment date notwithstanding related Interest Payment Date in accordance with the conversionterms of this Indenture and the Notes. In such eventIf a Holder converts more than one Note at the same time, such Security, when surrendered for conversion, must the number of shares of Common Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 13.03) shall be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date based on the portion aggregate principal amount of all Notes so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (de) A In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder may convert thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of a Security the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain Outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) if the Security is held in book-entry form, complete and "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive formHolder, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to through the Conversion Agent, (B) surrender a certificate for the Security number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.031403. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock treated as the stockholder of record on and after the Conversion Date; provided 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 Applicable 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. (c) . No payment on the Securities or adjustment shall of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article Fourteen. On conversion of a Security, that portion of accrued but unpaid interest on a interest, if any, attributable to the period from the Issue Date of the Security 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 dividends or distributions on 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 issued issuable upon the conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business be based on the next interest payment date, including total Principal Amount of the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security 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 it is a Business Day.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable Each conversion notice on the back of shares of Series B Preferred Stock of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all Company into shares of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security is registered shall be deemed to be a holder another class of Common Series B Preferred Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed effected by the surrender of the certificate or certificates representing the shares to be converted (the "Converting Shares") at the principal office of the Company (or such other office or agency of the Company as the Company may designate by written notice to the holders of Series B Preferred Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, stating that such holder desires to convert the Converting Shares, or a stated number of the shares represented by such certificate or certificates, into an equal number of shares of the class into which such shares may be converted (the "Converted Shares"). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued and shall include instructions for the delivery thereof. The Company shall promptly notify each Regulated Stockholder of its receipt of such notice. Promptly after such surrender and the receipt of such written notice, the Company will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Company will deliver to the converting holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or certificates) representing any shares which were represented by the certificate or certificates that were delivered to the Company in connection with such conversion, but which were not converted. Such conversion, to the extent permitted by law, shall be effective deemed to constitute the Person or Persons entitled to receive the shares have been effected as 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 date on which such stock transfer books certificate or certificates shall have been surrendered and such notice shall have been received by the Company, and at such time the rights of the holder of the Converting Shares as such holder shall cease and the person or persons in whose name or names the certificate or certificates for the Converted Shares are open; provided further that to be issued upon such conversion shall be at deemed to have become the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books holder or holders of record of the Company had not been closedConverted Shares. Upon conversion issuance of a Securityshares in accordance with this Section 12(i)(iv), such Person shall no longer be a Holder of such Security. (c) No payment or adjustment Converted Shares shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on deemed to be duly authorized, validly issued, fully paid and non-assessable. The Company shall take all such actions as may be necessary to assure that all such shares of Common Series B Preferred Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon conversion which shares of a SecuritySeries B Preferred Stock may be listed (except for official notice of issuance which will be immediately transmitted by the Company upon issuance). The Company shall not adjust close its books against the Base Conversion Price to account for transfer of shares of Series B Preferred Stock in any manner which would interfere with the accrued but unpaid interesttimely conversion of any shares of Series B Preferred Stock. Notwithstanding any provision of this Section 12(i) to the foregoingcontrary, each holder of Series B-2 Preferred Stock shall be entitled to convert shares of Series B-2 Preferred Stock in connection with any Conversion Event if Securities such holder reasonably believes that such Conversion Event will be consummated, and a written request for conversion from any holder of Series B-2 Preferred Stock to the Company stating such holder's reasonable belief that a Conversion Event shall occur shall be conclusive and shall obligate the Company to effect such conversion in a timely manner so as to enable each such holder to participate in such Conversion Event. The Company will not cancel the shares of Series B-2 Preferred Stock so converted before the 15th day following such Conversion Event and will reserve such shares until such 15th day for reissuance in compliance with the next sentence. If any shares of Series B-2 Preferred Stock are converted after the close into shares of business on Series B-1 Preferred Stock in connection with a regular record date Conversion Event and prior such shares of Series B-1 Preferred Stock are not actually distributed, disposed of or sold pursuant to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such eventConversion Event, such Security, when surrendered for conversion, must be accompanied by delivery shares of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment Series B-1 Preferred Stock shall be required if such Security has been called for redemption on a redemption date within promptly converted back into the period between the close same number of business on such record date and the opening shares of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the HolderSeries B-2 Preferred Stock. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (Bii) surrender the Security to the Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by to the Registrar or the Conversion Agent, and (iv) pay any transfer or other tax, if required by Section 9.034.4 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 “Conversion Date” shall be the Business Day date on which the Holder satisfies all of the foregoing requirements set forth 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 fractional shares pursuant to Section 4.5; provided, however, that in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and event of a Principal Value Conversion referred to below in all other casesthis Section 4.2, the Company shall deliver to the Holder through the Conversion Date Agent such cash and/or Common Stock as shall be specified in the next succeeding Business Day. (b) Principal Value Conversion Notice pertaining to such Principal Value Conversion. The Person person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock stockholder of record on the Conversion Dateconversion date; provided 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 person or Persons persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person person shall no longer be a Holder of such Security. (c) . No payment or adjustment shall will be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust , but if any Holder surrenders a Security for conversion between the Base Conversion Price to account Record Date for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close payment of business on a regular record date an installment of interest and prior to the opening of business on the next interest payment date, including the Maturity Interest Payment Date, Holders of then, notwithstanding such Securities at conversion, the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Interest Payment Date shall be paid to the Holder of such Security on the corresponding interest payment date notwithstanding the conversionsuch Record Date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment a check payable to the Conversion Agent in an amount equal to the accrued but unpaid 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; provided provided, however, that no such payment check shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on and including such record date Record Date and the opening of business on such interest payment dateInterest Payment Date, or if such Security is surrendered for conversion on the interest payment dateInterest Payment Date. If the Company defaults in the payment of interest payable on the interest payment dateInterest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A . If a Holder may convert a portion converts more than one Security at the same time, the number of a Security equal to $1,000 or any integral multiple thereof. Provisions shares of this Indenture that apply to Common Stock issuable upon the conversion shall be based on the aggregate principal amount of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityDebenture, after the Scheme Effective Date, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security Debenture and deliver such notice to the Conversion Agent, (Bii) surrender the Security Debenture to the Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (iv) pay any transfer or other tax, if required by Section 9.0311B.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. The “Conversion After the Scheme Effective Date” shall be , the Business Day date on which the Holder satisfies all of the foregoing requirements set forth in is the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, “Conversion Date.” As soon as practicable after the Conversion Date and in any event within five Business Days, (a) WPP Holdings shall be deliver to the next succeeding Business Day. Holder through the Conversion Agent either a receipt or a book entry notation of the number of whole WPP Holdings ADSs issuable upon the conversion pursuant to Section 11B.05, (b) The WPP shall pay to the Holder through the Conversion Agent the aggregate Cash Conversion Amount payable upon such conversion and (c) WPP shall pay to the Holder through the Conversion Agent cash in lieu of any fractional WPP Holdings ADSs. After the Scheme Effective Date, the Person in whose name the Security Debenture is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date of the WPP Holdings ADSs for which the Debenture is converted on such Conversion Date; provided provided, however, that no surrender of a Security Debenture on any date when the stock transfer books of relating to the Company WPP Holdings ADSs shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock WPP Holdings ADSs upon such conversion as the record registered holder or holders of such shares of Common Stock WPP Holdings ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock WPP Holdings ADSs as the record registered 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 provided, further, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Debenture shall have been surrendered for conversion, as if the stock such transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such Person shall no longer be a Holder of such Security. Debenture. Accrued interest (cincluding Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) No 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 Holdings ADSs issued upon conversion of such Debenture. Except as set forth in the preceding sentence, no payment or adjustment shall will be made for accrued but unpaid interest (including Contingent Interest or Additional Amounts, if any) on a converted Security Debenture or for dividends or distributions on shares of Common Stock WPP Holdings ADSs issued upon conversion of a Security. The Company Debenture (provided that the WPP Holdings ADSs received upon conversion of Debentures shall not adjust continue to accrue Additional Amounts, as applicable, in accordance with the Base Conversion Price Registration Rights Agreement and shall be entitled to account for receive, at the next Interest Payment Date, any accrued but unpaid interest. Notwithstanding Additional Amounts with respect to the foregoingconverted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment dateany), including the Maturity Date, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities Interest Payment Date shall be paid to the Holder of such Debenture on the corresponding interest payment date notwithstanding the conversionsuch Interest Payment Date. In such event, such SecurityDebenture, when surrendered for conversion, must be accompanied by delivery of payment a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest or Additional Amounts, if any), payable on such interest payment date Interest Payment Date on the portion so converted. If such payment does not accompany such SecurityDebenture, the Security Debenture shall not be converted; provided provided, however, that no such payment check shall be required if such Security Debenture has been called for redemption on a redemption date within the period between the close of business on and including such record date and the opening of business on such interest payment dateInterest Payment Date, or if such Security Debenture is surrendered for conversion on the interest payment dateInterest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the interest payment dateInterest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. . No fractional WPP Holdings ADSs shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full WPP Holdings ADSs that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (dor specified portions thereof to the extent permitted hereby) A Holder may convert so surrendered. If any fractional WPP Holdings ADS would be issuable upon the conversion of any Debenture or Debentures, WPP shall make a portion payment in lieu thereof in cash based on the current WPP Holdings Market Price of a Security equal WPP Holdings ADSs on the Conversion Date in addition to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securitythe Cash Conversion Amount. Upon surrender of a Security Debenture that is converted in part, the Company Company, WPP and WPP Holdings shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Debenture equal in principal amount to the unconverted portion of the Security Debenture surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder holder must satisfy the requirements in the paragraphs entitled "Conversion Right" of the Notes. The date on which the holder satisfies all of those requirements is the conversion date (i) if the Security is held in book-entry form"Conversion Date"). As promptly as practicable on or after the Conversion Date, complete the Company shall issue and deliver to the Depository appropriate instructions holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.0315.3. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock become the stockholder of record on the Conversion DateDate and, as of such date, such Person's rights as a holder of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that, except as otherwise provided that in this Section 15.2, no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock Class A common stock upon such conversion as the stockholder of record holder or holders of such shares of Common Stock Class A 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 Class A common stock as the stockholder of 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 further, however, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Note 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. (c) No payment or adjustment shall will be made for accrued but and unpaid interest on a converted Security Note or for dividends or distributions on shares of Common Stock Class A common stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoingNote, except that, if Securities are converted any holder surrenders a Note for conversion after the close of business on a regular any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, including then, notwithstanding such conversion, accrued and unpaid interest payable on such Note on such interest payment date shall be paid on such interest payment date to the Maturity Date, Holders person who was the holder of such Securities Note (or one or more predecessor Notes) at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversiondate. In such event, such Security, when surrendered for conversion, must be accompanied by delivery Holders of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall Class A common stock issued upon conversion will not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on such record date and the opening Conversion Date. If a holder converts more than one Note at the same time, the number of business on such interest payment date, or if such Security is surrendered for whole shares of Class A common stock issuable upon the conversion shall be based on the interest payment date. If the Company defaults in the payment total principal amount of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityNotes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver issue to the Holder, holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must satisfy the requirements of this Article 10 and (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the Conversion Agent, (Bii) surrender if the Security Notes are in certificated form, deliver the Note to the Conversion Agent and Agent, (Ciii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (iv) pay any transfer or other tax, if required by Section 9.0310.03 and/or (v) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. The “Conversion Date” shall be later of (x) the Business Day date on which the Holder satisfies all of the foregoing requirements set forth in and (y) the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, Determination Date is the "Conversion Date." As soon as practicable after the Conversion Date and in any event within four Business Days thereof, the Company shall be deliver to the next succeeding Business DayHolder through the Conversion Agent (1) cash in the amount calculated in accordance with Section 10.15 and (2) either (A) a certificate for or (B) a book-entry notation of the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 10.15. (b) The Person in whose name the Security Note is registered shall be deemed to be a holder of Common Stock stockholder of record on the Conversion Date; provided that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 10.02); provided further that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such Person shall no longer be a Holder of such SecurityNote. (c) No payment or adjustment shall will be made for accrued but unpaid interest regular cash interest, on a converted Security Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust Note, but if any Holder surrenders a Note for conversion between the Base Conversion Price to account record date for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close payment of business on a regular record date an installment of interest and prior to the opening of business on the next interest payment date, including then, notwithstanding such conversion, the Maturity Dateinterest, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding shall be paid to the conversionHolder of such Note on such interest payment date. In such event, such SecurityNote, when surrendered for conversion, must be accompanied by delivery of payment a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest interest, payable on such interest payment date on the portion so converted. If such payment does not accompany such SecurityNote, the Security Note shall not be converted; provided that no such payment check shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security Note is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest interest, payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an a written order from of the CompanyCompany signed by two Officers, authenticate and deliver to the Holder, a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a an Applicable Security, a Holder must (i) if satisfy the Security is held requirements in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to paragraph 8 of the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03Securities. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Subject to and in accordance with Section 8.20 of this Supplemental Indenture, the requirements Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 8.3 of this Supplemental Indenture. The Company shall determine the number of shares and the amounts of cash (including with respect to any fractional share) determined as described in Section 8.3 and 8.20 of this Supplemental Indenture and shall set forth such information in an Officers' Certificate delivered to the immediately preceding sentence, if all such requirements Conversion Agent. The Conversion Agent shall have been satisfied by 11:00 a.m., New York time, on no duties under this paragraph unless and until it has received such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) certificate. The Person person in whose name the Security certificate is registered shall be deemed to be treated as a holder of Common Stock stockholder of record on and after the Conversion Date; provided provided, however, that no surrender of a an Applicable 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 Applicable Conversion Rate in effect on the date that such Applicable Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a an Applicable Security, such Person shall no longer be a Holder of such Applicable Security. (c) . Holders may surrender an Applicable Security for conversion by means of a book-entry delivery in accordance with paragraph 8 of the Applicable Security and the Applicable Procedures of the Depositary. No payment or adjustment shall will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article VIII. On conversion of an Applicable Security, that portion of accrued and unpaid interest, if any, attributable to the period from the Issue Date of the Applicable Security through the Conversion Date with respect to the converted Applicable Security shall not be cancelled, extinguished or forfeited, but unpaid interest on a rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock or cash, or combination thereof (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Applicable Security being converted Security or for dividends or distributions on pursuant to the provisions hereof; and the fair market value of such shares of Common Stock issued upon conversion (together with any such cash payment including cash in lieu of a Security. The Company fractional shares) shall not adjust be treated as issued, to the Base Conversion Price to account extent thereof, first in exchange for the accrued but and unpaid interest. Notwithstanding interest through the foregoingConversion 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 Applicable Security being converted pursuant to the provisions hereof. If the Holder converts more than one Applicable Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of the Applicable Securities are converted converted. Subject to the provisions of this Article VIII and paragraph 8 of the Applicable Securities, an Applicable Security surrendered for conversion based on (a) the Common Stock price (in accordance with paragraph 8(a) of the Applicable Securities), may be surrendered for conversion after March 31, 2004 until the close of business on a regular record date and February 10, 2024, (b) the Applicable Security being called for redemption (in accordance with paragraph 8(c) of the Applicable Securities), may be surrendered for conversion at any time prior to the opening of business on the next interest payment date, including the Maturity Date, Holders of such Securities at the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such regular record date shall receive time, and (c) the accrued but unpaid interest payable on such Securities on occurrence of certain corporate transactions (in accordance with paragraph 8(e) of the corresponding interest payment date notwithstanding the conversion. In such event, such Applicable Security, when surrendered for conversion, must ) may be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on at any time from and after the interest payment date. If date which is 15 days prior to the Company defaults in anticipated effective date of such transaction until 15 days after the payment actual date of interest payable on the interest payment datesuch transaction, and if such day is not a Business Day, the Conversion Agent shall promptly repay next occurring Business Day following such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Securityday. Upon surrender of a an Applicable Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Applicable Security in an authorized denomination equal in principal amount to the unconverted portion of the Applicable Security surrendered. Securityholders of Applicable Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Applicable Securities on the corresponding Interest Payment Date notwithstanding the conversion at any time after the close of business on such Regular Record Date. Applicable Securities surrendered for conversion by a Securityholder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Applicable Securities to be redeemed within this period, must be accompanied by payment of an amount equal to the interest that is to be paid on such Interest Payment Date on the Applicable Securities so converted.

Conversion Procedure. (a) To convert a Security, a Holder 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 date (i) if the Security is held in book-entry form"Conversion Date"). As promptly as practicable on or after the Conversion Date, complete the Company shall issue and deliver to the Depository appropriate instructions Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 5.03. Such certificate or certificates will be sent by the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security Trustee to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by for delivery to the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03holder. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day. (b) The Person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock become the stockholder of record on the Conversion DateDate and, as of such date, such Person's rights as a Noteholder with respect to the converted Security shall cease; provided, however, that, except as otherwise provided that in this Section 5.02, 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 stockholder of 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 stockholder of 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 provided, further, however, that such conversion shall be at the Applicable Conversion Rate 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. (c) No payment or adjustment shall will be made for accrued but and unpaid interest or Additional Amounts on a converted Security or for dividends or distributions on on, or Additional Amounts, if any, attributable to, shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, except that, if Securities are converted any holder surrenders a Security for conversion after the close of business on a regular any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, including then, notwithstanding such conversion, accrued and unpaid interest and Additional Amounts, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the Maturity Date, Holders person who was the holder of such Securities Security (or one or more predecessor Securities) at the close of business on such regular record date. In the case of any Security surrendered for conversion after the close of business on a record date shall receive for the accrued but unpaid payment of an installment of interest payable on such Securities and prior to the opening of business on the corresponding next succeeding interest payment date, then, unless such Security has been called for redemption on a redemption date notwithstanding the conversion. In or is to be repurchased on a Designated Event Payment Date after such eventrecord date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest and Additional Amounts, if any, payable on such interest payment date on the portion principal amount of such Security so converted. If such payment does not accompany such Security, the Security shall Holders of Common Stock issued upon conversion will not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between entitled to receive any dividends payable to holders of Common Stock as of any record time before the close of business on such record date and the opening Conversion Date. If a holder converts more than one Security at the same time, the number of business on such interest payment date, or if such Security is surrendered for whole shares of Common Stock issuable upon the conversion shall be based on the interest payment date. If the Company defaults in the payment total principal amount of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecuritySecurities converted. Upon surrender of a Security that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, holder a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. 5.2.1 To exercise the Conversion Right attaching to any Bond, the Bondholder must complete, execute and deposit (at his own expense) the relevant Bond Certificate(s) at the Specified Office during normal business hours on a Trading Day, together with a copy of the notice of conversion in respect thereof (the "Conversion Notice") in the form set out in the second schedule to the Bond Certificate duly completed and signed by or on behalf of the Bondholder. If such delivery is made after the end of normal business hours or on a day which is not a Trading Day, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following Trading Day. The conversion date in respect of a Bond (the "Conversion Date") must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of this Condition 5) and will be deemed to be the Trading Day immediately following the later of the date of the surrender of the Bond Certificate in respect of such Bond and delivery of such Conversion Notice (if they are not delivered on the same day). A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents in writing to such withdrawal. 5.2.2 Upon exercise of the Conversion Right by a Bondholder: (a) To convert a Securityas soon as reasonably practicable and in any event not later than five (5) Business Days after the Conversion Date, a Holder must (i) if the Security is held Issuer will, in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice case of Bonds converted on the back exercise of the Security Conversion Right and deliver such notice to in respect of which a duly completed Conversion Notice has been delivered and the relevant Bond Certificate deposited as required by Condition 5.2.1, register the person or persons designated for the purpose in the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required Notice or otherwise notified in writing by the Registrar or relevant Bondholder as holder(s) of the Conversion Agent, relevant number of Shares in the Issuer's register of members and pay any transfer or other taxwill, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth so requested in the immediately preceding sentencerelevant Conversion Notice or otherwise notified in writing by the relevant Bondholder, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such dayas soon as reasonably practicable, and in any event not later than five (5) Business Days after the date of such registration in the Issuer's register of members (the "Registration Date"), and to the extent permitted under applicable law and the rules and procedures of the Central Clearing and Settlement System of Hong Kong (the “CCASS”) effective from time to time, take all other casesreasonable actions to assist that Shares are delivered through the CCASS for so long as the Shares are listed on the Hong Kong Stock Exchange; or take all necessary actions to make such certificate or certificates available for collection at the office of the Issuer's share registrar in Hong Kong (currently Tricor Investor Services Ltd., located at ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇) and notified to Bondholders in accordance with Condition 13 (Notices); or, if so requested in the relevant Conversion Notice or otherwise notified in writing by the relevant Bondholder, as soon as reasonably practicable, and in any event not later than ten (10) Business Days after the Registration Date, will cause its share registrar to deliver by courier at the request of such person such certificate or certificates to the person and at the place specified in the Conversion Date shall Notice or otherwise notified in writing by the relevant Bondholder, together (in either case) with any other securities, property or cash required to be delivered upon conversion and such other documents (if any) as may be required by Law to effect the next succeeding Business Day.transfer thereof, in which case a single certificate will be issued in respect of all Shares issued on conversion of Bonds subject to the same Conversion Notice and which are to be registered in the same name; (b) The Person the person or persons designated in whose name the Security is registered shall be deemed to be a Conversion Notice or otherwise notified in writing by the relevant Bondholder will become the holder of Common Stock record of record on the number of Shares issuable upon conversion with effect from the Registration Date. Upon delivery of Shares in satisfaction of the Conversion Date; provided that no surrender Right of a Security on any date when converting Bondholder and the stock transfer books completion of such registration in accordance with this Condition 5.2, the right of such converting Bondholder to repayment 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 Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books principal of the Company had not been closed. Upon conversion of a Security, such Person Bonds so converted shall no longer be a Holder of such Security.extinguish; and (c) No if the record date for the payment of any dividend or adjustment other distribution in respect of the Shares is on or after the Conversion Date in respect of any Bond, but before the Registration Date (disregarding any Retroactive Adjustment of the Conversion Price referred to in Condition 5.2.5 prior to the time such Retroactive Adjustment shall have become effective), the Issuer will calculate and pay to the converting Bondholder or his designee an amount in US dollars (the “Equivalent Amount”) equal to the Fair Market Value of such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) days thereafter. The Equivalent Amount shall be made paid by the Issuer by transfer to a bank account as specified in the relevant Conversion Notice or otherwise notified in writing by the relevant Bondholder. 5.2.3 A Bondholder delivering a Bond Certificate in respect of a Bond for accrued but unpaid interest conversion will pay to the relevant authorities any taxes arising on a converted Security conversion (other than any taxes, levies or for dividends charges payable in the Cayman Islands and Hong Kong and, if relevant, in the place of the Alternative Stock Exchange, as imposed by the Hong Kong Stock Exchange or distributions the Alternative Stock Exchange (as the case may be), by the Issuer in respect of the allotment and issue of Shares and listing of the Shares on shares the Hong Kong Stock Exchange or the Alternative Stock Exchange on conversion). The Issuer will pay all other expenses arising on the issue of Common Stock issued upon Shares on conversion of the Bonds. 5.2.4 Where not all the Bonds represented by the surrendered Bond Certificate are the subject of the conversion, a Security. The Company new Bond Certificate in respect of the balance of the Bonds will be issued and delivered to the Bondholder within five (5) Business Days of the surrender of that Bond Certificate. 5.2.5 If the Conversion Date in relation to any Bond shall not adjust be on or after the Base record date for any issue, distribution, grant, offer or other event that gives rise to the adjustment of the Conversion Price pursuant to account for Condition 5.5 (Adjustments to Conversion Price) but before the accrued but unpaid interest. Notwithstanding relevant adjustment becomes effective under the foregoingrelevant Condition (a “Retroactive Adjustment”), upon the relevant adjustment becoming effective the Issuer shall procure the issue to the converting Bondholder (or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or other regulations)) such additional number of Shares (“Additional Shares”) as is, together with Shares to be issued on conversion of the Bonds, equal to the number of Shares which would have been required to be issued on conversion of such Bond if Securities are converted the relevant adjustment to the Conversion Price had been made and become effective on or immediately after the close of business on a regular relevant record date and prior to the opening of business on the next interest payment date, including the Maturity Date, Holders in such event and in respect of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of payment to the Conversion Agent Additional Shares references in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.Condition

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (Aa) complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the Conversion Agent, ; (Bb) surrender the Security Note to the Conversion Agent and Agent, (Cc) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or other similar tax, if required by pursuant to Section 9.034.04 hereof. The “Conversion Date” shall be the Business Day date on which the Holder satisfies all of those requirements is the requirements set forth in "CONVERSION DATE." As soon as practicable after the immediately preceding sentenceConversion Date, if all such requirements the Company shall have been satisfied by 11:00 a.m.deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Class A Common Stock issuable upon the conversion, New York time, payment for accrued interest on such dayNote to the extent required by this Section 4.02 and cash in lieu of any fractional shares pursuant to Section 4.03. The Company may, at any time and in all other casesas a condition to delivering such shares of Class A Common Stock, require any Holder to deliver a representation and warranty made to the Company and an officer's certificate certifying as to whether or not such Holder is a Regulated Person as of the Conversion Date and certifying the number of issued and outstanding shares of Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by such Holder as of the Conversion Date. The Company may also rely upon the stock ledger and corporate records of the Company. The Trustee shall be the next succeeding Business Day. (b) have no obligation to make any such determination. The Person person in whose name the Security certificate is registered shall be deemed to be a holder of Common Stock shareholder of record on the Conversion Date; provided PROVIDED, HOWEVER, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further and PROVIDED, FURTHER, that such conversion shall be at the Applicable Conversion Rate Price in effect on the date that such Security shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such Person person shall no longer be a Holder of such Security. (c) No payment or adjustment shall be made Note. If any Holder surrenders a Note for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record 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, including the Maturity Date, Holders of such Securities at before the close of business on the related Interest Payment Date, the Company shall pay accrued interest through the Conversion Date to the Holder of such regular record date shall receive the accrued but unpaid interest payable Note on such Securities Record Date. If a Holder converts more than one Note at the same time, the number of shares of Class A Common Stock issuable upon the conversion shall be based on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery aggregate principal amount of payment to the Conversion Agent in an amount equal to the accrued but unpaid interest payable on such interest payment date on the portion so Notes converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such payment shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest payable on the interest payment date, the Conversion Agent shall promptly repay such funds to the Holder. (d) A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of an order from the Company, shall authenticate and deliver to the Holder, a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.