Common use of Company Notice Clause in Contracts

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following: (i) that it is a Company Notice pursuant to this Section 11.2; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company will cease to accrue on and after Repurchase Date; and (vi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In the case of an Optional Repurchase Right, no later At least 30 days but not more than 20 Business Days prior to each Optional 60 days before a Repurchase Date and in (the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control“Company Notice Date”), the Company or the Trustee shall mail a written notice to Holders setting forth information specified in this Section 3.07(b) (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Notice to be completed by the a Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Repurchase Price and the Conversion Rate; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and the applicable provisions of the Securities if the completed and delivered applicable Repurchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid on the Business Day following the later of the Repurchase Date and the Repurchase PriceHolder’s satisfaction of all applicable conditions; (vvi) the procedures the Holder must follow to exercise its repurchase rights under this Section 3.07 and a brief description of such rights; (vii) briefly, the conversion rights, if any, of the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment of such on Securities for which a Repurchase PriceNotice has been submitted, Interest interest, if any (including Contingent Liquidated Damages and Additional Interest) , if any), on the Debentures surrendered for purchase by the Company such Securities will cease to accrue on and after the Repurchase Date; and (vix) the CUSIP number and ISIN number(s) of the DebenturesSecurities. No failure by At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense, provided that the Company makes such request at least five Business Days prior to give the foregoing date by which such Company Notice must be given to Holders in accordance with this Section 3.07; provided further that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.08, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"Company Notice”) "). The Company Notice shall be sent by first first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Purchase Date (and to beneficial owners as required by applicable law) pursuant to Section 14.2the "Company Notice Date"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only X hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, on any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment of such Repurchase Priceon Securities for which a Purchase Notice has been submitted, Interest interest, if any (including Contingent Interest) contingent interest), and Liquidated Damages, if any, on the Debentures surrendered for purchase by the Company such Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to give the foregoing date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company The Company's notice shall mail a written notice (the “Company Notice”) by first class mail be sent to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant to in the manner provided in Section 14.214.02 at the time specified in Section 3.08(b) (the "Company Notice"). The Such Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i1) the Purchase Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that it is a Company Notice pursuant will be accrued and payable with respect to this Section 11.2the Securities as of the Purchase Date; (ii2) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (3) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, if they are otherwise convertible converted pursuant to Article 12, 11 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv4) that Securities must be surrendered to the Repurchase Paying Agent to collect payment of the Purchase Price and contingent interest, if any; (5) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the Repurchase Pricetime of surrender of such Security as described in (4); (v6) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (7) briefly, the conversion rights of the Securities; (8) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.10); (9) that, unless the Company defaults in making payment of such Repurchase PricePurchase Price and contingent interest, Interest if any, Issue Discount and interest (including Contingent Interest) contingent interest), if any, on the Debentures Securities surrendered for purchase by the Company will cease to accrue on and after Repurchase the Purchase Date; and (vi10) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to give the foregoing Trustee) prior to the date such Company Notice must be mailed; and provided, further, that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In connection with any purchase of Securities pursuant to Section 3.08 or 3.09, the case Company shall give written notice of an Optional Repurchase Rightthe Purchase Date or Change in Control Purchase Date, no later as applicable, to the Holders (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 20 30 Business Days prior to each Optional Repurchase any Purchase Date and in (the case of a Change of Control Repurchase Right, no later "Company Notice Date") or not less than 30 days after the occurrence of a Change of in Control, as the Company shall mail a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2case may be. The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the a Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingstate: (i) the Purchase Price, Change in Control Purchase Price, Conversion Price and, to the extent known at the time of such notice, the amount of Contingent Interest and Liquidated Damages, if any, that it is a Company Notice pursuant will be payable with respect to this Section 11.2the Securities on the Purchase Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice or Change in Control Purchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, converted only if the completed and delivered Repurchase applicable Purchase Notice or Change in Control Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date Paying Agent to collect payment of the Purchase Price or Change in Control Purchase Price and the Repurchase Priceaccrued but unpaid interest and Contingent Interest and Liquidated Damages, if any; (v) that the Purchase Price or Change in Control Purchase Price for any Securities as to which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn, together with any accrued Contingent Interest and Liquidated Damages payable with respect thereto, shall be paid promptly following the later of the Purchase Date or Change in Control Purchase Date and the time of surrender of such Securities as described in (iv); (vi) the procedures the Holder must follow under Section 3.08 or Section 3.09, as the case may be; (vii) briefly, the conversion rights of the Securities; (viii) that, unless the Company defaults in making payment of such Repurchase Purchase Price or Change in Control Purchase Price, Interest interest (including Contingent Interest) Interest and Liquidated Damages, if any), on the Debentures surrendered for purchase Securities covered by the Company any Purchase Notice or Change in Control Purchase Notice will cease to accrue on and after Repurchase the Purchase Date or Change in Control Purchase Date; (ix) the CUSIP or ISIN number of the Securities; and (vix) the CUSIP number procedures for withdrawing a Purchase Notice or Change in Control Purchase Notice (as specified in Section 3.10). At the Company's request and at the Company's expense, the Trustee shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail a written notice send notices (the “"Company Notice”") by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant on a date not less than 20 Business Days prior to Section 14.2. The the Purchase Date (such date not less than 20 Business Days prior to the Purchase Date being herein referred to as the "Company Notice Date"). Such notices shall include a form of notice (contain the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingfollowing information: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and Conversion Rate; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent and of the office or agency referred to in Section 1002; (iii) that the Debentures as to which a Repurchase Purchase Notice has been given may be converted, if they are otherwise convertible pursuant converted into Common Stock at any time prior to Article 12, the close of business on the applicable Purchase Date only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Debentures must be surrendered to the Repurchase Date and Paying Agent or to the Repurchase Priceoffice or agency referred to in Section 1002 to collect payment; (v) that, unless that the Company defaults in making payment Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Repurchase Price, Interest Debenture as described in clause (including Contingent Interestiv) on the Debentures surrendered for purchase by the Company will cease to accrue on and after Repurchase Date; andabove; (vi) the CUSIP number procedures the Holder must follow to exercise rights under Section 1110 and a brief description of those rights; (vii) briefly, the conversion rights of the Debentures and that Holders who want to convert Debentures must satisfy the requirements set forth in paragraph 8 of the Debentures; and (viii) the procedures for withdrawing a Purchase Notice. No failure At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that in all cases the text of such notice shall be prepared by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Convertible Notes pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.3, the Company shall mail a give written notice of the Purchase Date to the Holders (the “Company Notice”) ). The Company Notice shall be sent by first first-class mail to the Trustee and to each Holder (and to each beneficial owners owner as required by applicable law) pursuant not less than 20 Business Days prior to Section 14.2any Purchase Date (the “Company Notice Date”). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Convertible Noteholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price per $1,000 principal amount of Convertible Notes; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) if an Accounting Event has occurred, whether the Company is electing to pay the Purchase Price in cash or Common Shares; (iv) if an Accounting Event has occurred and the Company has elected to pay the Purchase Price in Common Shares, the Market Price and the method for calculating same; (v) that the Debentures Convertible Notes as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only IV hereof and paragraph 8 of the Global Security if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (ivvi) that Convertible Notes must be surrendered to the Repurchase Paying Agent to collect payment; (vii) that the Purchase Price for, and any accrued interest on, any Convertible Note as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the Repurchase Pricetime of surrender of such Convertible Note; (vviii) the procedures the Holder must follow to exercise rights under Section 3.3 and a brief description of those rights; (ix) briefly, the conversion rights of the Convertible Notes; (x) the procedures for withdrawing a Purchase Notice (including pursuant to the terms of Section 3.5); (xi) that, unless the Company defaults in making payment of payments on Convertible Notes for which a Purchase Notice has been submitted, interest on such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company Convertible Notes will cease to accrue on and after Repurchase the Purchase Date; and (vixii) the CUSIP number of the DebenturesConvertible Notes. No failure by At the Company’s request, the Trustee shall give such Company to give Notice in the foregoing Company’s name and at the Company’s expense; provided, however, that in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.8, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"Company Notice”) "). The Company Notice shall be sent by first first-class mail to the Trustee and to each Holder (and to each beneficial owners owner as required by applicable law) pursuant not less than 20 Business Days prior to Section 14.2any Purchase Date (the "Company Notice Date"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued interest on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.8 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (including pursuant to the terms of Section 3.10); (ix) that, unless the Company defaults in making payment of on Securities for which a Purchase Notice has been submitted, interest on such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company to give Notice in the foregoing Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.08, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"COMPANY NOTICE"). The Company Notice”) Notice shall be sent by first first-class mail to the Trustee and to each Holder not less than 20 Business Days prior to any Purchase Date (and to beneficial owners as required by applicable law) pursuant to Section 14.2the "COMPANY NOTICE DATE"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures that the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment of such Repurchase Priceon Securities for which a Purchase Notice has been submitted, Interest interest, if any (including Contingent Interest) contingent interest), and Liquidated Damages, if any, on the Debentures surrendered for purchase by the Company such Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to give the foregoing date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.08, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"COMPANY NOTICE"). The Company Notice”) Notice shall be sent by first first-class mail to the Trustee and to each Holder not less than 20 Business Days prior to any Purchase Date (and to beneficial owners as required by applicable law) pursuant to Section 14.2the "COMPANY NOTICE DATE"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest (including contingent interest, if any) on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment of such Repurchase Priceon Securities for which a Purchase Notice has been submitted, Interest interest, if any (including Contingent Interest) contingent interest), on the Debentures surrendered for purchase by the Company such Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to give the foregoing date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”"COMPANY NOTICE") by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 30 days prior to Section 14.2such Repurchase Date (the "COMPANY NOTICE DATE"). The Company Notice shall include a form of notice (the “Repurchase Notice”) Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Repurchase Price and the Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 only if the completed and delivered applicable Repurchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the Repurchase Pricetime of surrender of such Security as described in clause (iv) above; (vvi) the procedures the Holder must follow to exercise rights under this Section 11.08 and a brief description of those rights; (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment of such the Repurchase Price, Interest (including Contingent Interest) Liquidated Damages, if any, on the Debentures surrendered for purchase Securities covered by the Company Repurchase Notice, will cease to accrue on and after the Repurchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided that in all cases the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) be prepared by the Company. On or 11.1(b) before the Company Notice Date, the Company shall publish a notice containing substantially the same information that is required in the Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or affect publish such information on the validity of Company's website or through such other public medium as the proceedings for the purchase of its Debentures hereunderCompany may use at such time.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days On or prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days 15th day after the occurrence of a Change of ControlFundamental Change, the Company Company, or, at the written request and expense of the Company, on or prior to the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities notice, in the manner provided in Section 14.02 hereof, of the occurrence of the Fundamental Change and of the Repurchase Right set forth herein arising as a written notice result thereof (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2"COMPANY NOTICE"). The Company Notice shall include also deliver a form copy of such notice (the “of a Repurchase Notice”) to be completed by the Holder and delivered Right to the Paying Agent pursuant to Section 11.3(b), and Trustee. Each notice of a Repurchase Right shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Repurchase Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Controlby which the Repurchase Right must be exercised; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments theretoPrice; (iv) a description of the procedure that a Holder must follow to exercise a Repurchase Date Right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price; (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) that on the Debentures surrendered for purchase Repurchase Date the Repurchase Price will become due and payable upon each such Security designated by the Company will Holder to be repurchased, and that interest thereon shall cease to accrue on and after Repurchase Date; andsaid date; (vi) the CUSIP number Conversion Rate then in effect, the date on which the right to convert the principal amount of the DebenturesSecurities to be repurchased will terminate and the place where such Securities may be surrendered for conversion; and (vii) the place or places where such Securities, together with the Notice of Exercise of Repurchase Right certificate included in Exhibit A annexed hereto are to be delivered for payment of the Repurchase Price. No failure by of the Company to give the foregoing Company Notice notices or defect therein shall limit any Holder’s 's right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) a Repurchase Right or affect the validity of the proceedings for the purchase repurchase of its Debentures hereunderSecurities.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Debentureholders (and to beneficial owners as required by applicable law) pursuant not less than twenty (20) Business Days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall be delivered to all Debentureholders at their respective addresses shown in the Register, shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Debentureholder and shall state include the followingfollowing information: (i) that it is a the Purchase Price, the Conversion Rate and the approximate Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in that the case Purchase Notice must be delivered by each Debentureholder electing to have the Company purchase such Debentureholder’s Debentures (or a portion thereof) as of a Change of Control Repurchase Right, the events causing a Change of Control and Purchase Date to the date of such Change of Controlpaying agent; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent paying agent and the conversion agent; (iv) that the Debentures as to which a Repurchase Purchase Notice has been given by the Debentureholder may be converted, if they are otherwise convertible converted pursuant to Article 12, 15 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that Debenture must be surrendered (by physical delivery at the office of the paying agent in the case of certificated Debentures, or otherwise by book-entry transfer) to the paying agent for cancellation to collect payment; (vi) that the Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Debenture as described in (iv); (vii) the procedures the Debentureholder must follow to exercise rights under this Section 3.05 and a brief description of those rights; (viii) the conversion rights of the Debentures; (ix) the procedures for withdrawing a Purchase Notice; (x) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) Purchase Price and interest on the Debentures surrendered for purchase covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vixi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Debentureholders (and to beneficial owners as required by applicable law) pursuant not less than 30 days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall be delivered to all Debentureholders at their respective addresses shown in the Register, shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Debentureholder and shall state include the followingfollowing information: (i) that it is a the Purchase Price, the Conversion Rate and the approximate Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in that the case Purchase Notice must be delivered by each Debentureholder electing to have the Cmpany purchase such Debentureholder’s Debentures (or a portion thereof) as of a Change of Control Repurchase Right, the events causing a Change of Control and Purchase Date to the date of such Change of ControlPaying Agent; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iv) that the Debentures as to which a Repurchase Purchase Notice has been given by the Debentureholder may be converted, if they are otherwise convertible converted pursuant to Article 12, 15 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that Debenture must be surrendered (by physical delivery at the office of the Paying Agent in the case of certificated Debentures, or otherwise by book-entry transfer) to the Paying Agent for cancellation to collect payment; (vi) that the Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Debenture as described in (iv); (vii) the procedures the Debentureholder must follow to exercise rights under Section 3.05 and a brief description of those rights; (viii) the conversion rights of the Debentures; (ix) the procedures for withdrawing a Purchase Notice; (x) that, unless the Company defaults in making payment of such Repurchase Purchase Price, Interest (including Contingent Interest) interest and Liquidated Damages, if any, on the Debentures surrendered for purchase covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vixi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “"Company Notice”") by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 30 Business Days prior to Section 14.2such Repurchase Date (the "Company Notice Date"). The Company Notice shall include a form of notice (the “Repurchase Notice”) Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Repurchase Price and the Conversion Rate applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 only if the completed and delivered applicable Repurchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the Repurchase Pricetime of surrender of such Security as described in clause (iv) above; (vvi) the procedures the Holder must follow to exercise rights under this Section 11.08 and a brief description of those rights; (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment of such the Repurchase Price, Interest (including Contingent Interest) interest on the Debentures surrendered for purchase Securities covered by the Company Repurchase Notice will cease to accrue on and after the Repurchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided that in all cases the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) be prepared by the Company. On or 11.1(b) before the Company Notice Date, the Company shall publish a notice containing substantially the same information that is required in the Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or affect publish such information on the validity of Company's website or through such other public medium as the proceedings for the purchase of its Debentures hereunderCompany may use at such time.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 30 days prior to Section 14.2such Repurchase Date (the “Company Notice Date”). The Company Notice shall include a form of notice (the “Repurchase Notice”) Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Repurchase Price and the Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 only if the completed and delivered applicable Repurchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the Repurchase Pricetime of surrender of such Security as described in clause (iv) above; (vvi) the procedures the Holder must follow to exercise rights under this Section 11.08 and a brief description of those rights; (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment of such the Repurchase Price, Interest (including Contingent Interest) interest and Liquidated Damages, if any, on the Debentures surrendered for purchase Securities covered by the Company Repurchase Notice, will cease to accrue on and after the Repurchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided that in all cases the text of such Company Notice shall limit any Holderbe prepared by the Company. On or before the Company Notice Date, the Company shall publish a notice containing substantially the same information that is required in the Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s right to exercise its rights pursuant to Section 11.1(a) website or 11.1(b) or affect through such other public medium as the validity of the proceedings for the purchase of its Debentures hereunderCompany may use at such time.

Company Notice. In On or before the case of an Optional Repurchase Right, no later than 20 20th Business Days Day prior to each Optional Repurchase Purchase Date and in (the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control“Company Notice Date”), the Company shall mail a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (Trustee, the Paying Agent, all Holders of the Notes and to beneficial owners as required by applicable law, setting forth information specified in this Section 5.7(b) pursuant to Section 14.2(the “Company Notice”). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the a Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingstate: (i1) that it is the last date on which a Company Notice pursuant to this Section 11.2Holder may exercise the purchase right; (ii2) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of ControlPurchase Price; (iii3) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (4) the Applicable Conversion Price estimated as of a recent date, and to the extent known at the time of such Company Notice, the amount of accrued but unpaid interest that will be payable with respect to each $1,000 principal amount of the Debentures Notes on Purchase Date; (5) that Notes as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only VI hereof and the applicable provisions of the Notes if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (6) that Notes must be surrendered to the Indenture, Paying Agent to collect payment; (7) that the Purchase Price for any Note as to which a Purchase Notice has been given and not withdrawn will be paid on the Business Day following the later of the Purchase Date or the time of book-entry transfer or the delivery of the Notes and the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments theretosatisfaction of all applicable conditions; (iv) 8) the Repurchase Date procedures the Holder must follow to exercise its purchase rights under this Section 5.7 and the Repurchase Pricea brief description of such rights; (v9) briefly, the conversion rights, if any, of the Notes; (10) the procedures for withdrawing a Purchase Notice; (11) that, unless the Company defaults in making payment of such Repurchase Priceon Notes for which a Purchase Notice has been submitted, Interest interest, if any (including Contingent Interest) Liquidated Damages, Additional Interest and Additional Amounts, if any), on the Debentures surrendered for purchase by the Company such Notes will cease to accrue on and after Repurchase the Purchase Date; and (vi12) the CUSIP number of the DebenturesNotes. No failure by At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided that the Company makes such request at least three Business Days prior to give the foregoing date by which such Company Notice must be given to Holders in accordance with this Section 5.7; provided further that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. (a) In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”"COMPANY NOTICE") by first first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”"REPURCHASE NOTICE") to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following: (i) that it is a Company Notice pursuant to this Section 11.2Section; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures CODES purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures CODES the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures CODES purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures CODES as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s 's conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the Debentures CODES surrendered for purchase by the Company will cease to accrue on and after Repurchase Date; and (vi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunderCODES.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “-------------- "Company Notice”") by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 30 days prior to Section 14.2such Purchase Date (the "Company Notice Date"). The Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Purchase Price and the Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent for cancellation to collect payment; (v) that the Purchase Price for any security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice; (ix) that, unless the Company defaults in making payment of such Repurchase Purchase Price, Interest (including Contingent Interest) interest on the Debentures surrendered for purchase Securities covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In The Company shall provide written notice (the case of an Optional Repurchase Right"Company Notice") to Holders, no later in the manner provided in Section 13.03, on a date that is not less than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2Purchase Date. The Such Company Notice shall include a form state the manner of notice (the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), payment elected and shall state the followingstate: (i) that it the Purchase Price in respect of the relevant Purchase Date; (ii) whether the Company will elect to pay the Purchase Price in cash or shares of Common Stock; (iii) if the Purchase Price is a to be paid in shares of Common Stock, the method of determining the number of shares deliverable by the Company as Purchase Price for the Notes; (iv) the date by which the Purchase Notice pursuant to this Section 11.23.03 must be given; that Notes must be surrendered to the Paying Agent to collect payment; (iiv) the procedures for withdrawing a Purchase Notice; (vi) the Conversion Rate then in the case of a Change of Control Repurchase Right, the events causing a Change of Control effect and the date of any adjustments thereto resulting from such Change of in Control; (iiivii) the procedures that Notes with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures as respect to which a Repurchase Purchase Notice has been given may be converted, if they are otherwise convertible converted pursuant to Article 12, 10 hereof only if the completed and delivered Repurchase Notice Purchase Notice, if duly given, has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (ivviii) that the Repurchase Purchase Price for any Note as to which a Purchase Notice has been duly given and not withdrawn will be paid promptly on the later of the Purchase Date and the Repurchase Pricetime of surrender of such Note as described in (iv) above and Section 3.06 below; (vix) briefly, the procedures the Holder must follow to exercise rights under this Section 3.03; (x) briefly, the conversion rights of the Notes; (xi) that, unless the Company defaults in making payment of such Repurchase Pricethe relevant Purchase Price when due, Interest (including Contingent Interest) interest on the Debentures surrendered Notes for purchase by the Company which a Purchase Notice has been delivered will cease to accrue on and after Repurchase the Purchase Date; and (vixii) the CUSIP number of the DebenturesNotes. No failure by At the Company's request, the Trustee shall give such Company to give Notice in the foregoing Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In connection with any purchase of Securities -------------- pursuant to paragraph 6 of the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSecurities, the Company shall mail a written give notice to Holders setting forth information specified in this Section 3.7(d) (the “"Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Rate; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for any security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.7 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice; (ix) that, unless the Company defaults in making payment of on Securities for which a Purchase Notice has been submitted, Issue Discount on such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company to give Notice in the foregoing Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”) by first first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following: (i) that it is a Company Notice pursuant to this Section 11.2Section; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures CODES purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures CODES the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures CODES purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures CODES as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the Debentures CODES surrendered for purchase by the Company will cease to accrue on and after Repurchase Date; and (vi) the CUSIP number of the DebenturesCODES. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures CODES hereunder.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee Trustee, the Paying Agent and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 30 Business Days prior to Section 14.2such Repurchase Date (the “Company Notice Date”). The Company Notice shall include a form of notice (the “Repurchase Notice”) Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Repurchase Price and the Conversion Rate applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 only if the completed and delivered applicable Repurchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the Repurchase Pricetime of surrender of such Security as described in clause (iv) above; (vvi) the procedures the Holder must follow to exercise rights under this Section 11.08 and a brief description of those rights; (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment of such the Repurchase Price, Interest (including Contingent Interest) interest on the Debentures surrendered for purchase Securities covered by the Company Repurchase Notice will cease to accrue on and after the Repurchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided that in all cases the text of such Company Notice shall limit any Holderbe prepared by the Company. On or before the Company Notice Date, the Company shall publish a notice containing substantially the same information that is required in the Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s right to exercise its rights pursuant to Section 11.1(a) website or 11.1(b) or affect through such other public medium as the validity of the proceedings for the purchase of its Debentures hereunderCompany may use at such time.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Debentureholders (and to beneficial owners as required by applicable law) pursuant not less than twenty (20) Business Days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall be delivered to all Debentureholders at their respective addresses shown in the Register, shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Debentureholder and shall state include the followingfollowing information: (i) that it is a the Purchase Price, the Conversion Rate and the approximate Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in that the case Purchase Notice must be delivered by each Debentureholder electing to have the Company purchase such Debentureholder’s Debentures (or a portion thereof) as of a Change of Control Repurchase Right, the events causing a Change of Control and Purchase Date to the date of such Change of Controlpaying agent; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent paying agent and the conversion agent; (iv) that the Debentures as to which a Repurchase Purchase Notice has been given by the Debentureholder may be converted, if they are otherwise convertible converted pursuant to Article 12, 15 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that Debenture must be surrendered (by physical delivery at the office of the paying agent in the case of certificated Debentures, or otherwise by book-entry transfer) to the paying agent for cancellation to collect payment; (vi) that the Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Debenture as described in (iv); (vii) the procedures the Debentureholder must follow to exercise rights under this Section 3.05 and a brief description of those rights; (viii) the conversion rights of the Debentures; (ix) the procedures for withdrawing a Purchase Notice; (x) that, unless the Company defaults in making payment of such Repurchase Purchase Price, Interest (including Contingent Interest) interest and Liquidated Damages, if any, on the Debentures surrendered for purchase covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vixi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In As soon as practicable following the case of an Optional Repurchase RightCPUH Stockholders Meeting, no later than 20 but in any event within one (1) Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days Day after the occurrence of a Change of ControlCPUH Stockholders Meeting, the Company shall mail a deliver an irrevocable written notice (the “Company Notice”) by first class mail to the Trustee Noteholder and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice the Investors setting forth the following (the time of delivery of such Company Notice, the “Repurchase NoticeDetermination Time”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following:): (i) that it is a Company Notice pursuant to this Section 11.2the amount of principal then-outstanding under the Prior Note (the “Balance”); (ii) subject to the limitations set forth in Section 1(c) below, the portion of the Balance of the Prior Note that the Company is requiring each Investor to purchase from the Noteholder in accordance with Section 1(a) above (such portion of the Balance, with respect to each Investor, such Investor’s “Backstop Purchase Amount”); provided that in the case event the Balance as of a Change of Control Repurchase Rightthe Determination Time equals or exceeds $4,000,000, the events causing a Change of Control and the date of such Change of Controleach Investor’s Backstop Purchase Amount shall be equal to its Maximum Purchase Amount; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(banticipated Backstop Closing Date (as defined below), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price;number of Backstop Shares (as defined below) that will be issued to each Investor as consideration for its purchase obligation hereunder; and (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered instructions for purchase by the Company will cease to accrue on and after Repurchase Date; and (vi) the CUSIP number of the Debentureswiring each Backstop Purchase Amount. No failure by the Company to give the foregoing The Company Notice shall limit any Holder’s right constitute the irrevocable binding obligation of each Investor to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect purchase, and the validity irrevocable binding obligation of the proceedings for Noteholder to sell, such Investor’s applicable Backstop Purchase Amount of the purchase Balance of the Prior Note, subject to the terms and conditions of this Agreement, at the Backstop Closing (as defined below). On the Backstop Closing Date and simultaneously with the Backstop Closing but prior to the Intermediate Merger Closing, the Noteholder shall sell and transfer to each Investor its Debentures hereunderrespective Backstop Purchase Amount in accordance with Section 1(a) above, and immediately following such transfer, the Company shall (i) cancel the Prior Note and issue a new convertible unsecured promissory note to the Noteholder, which such new note will cover the remaining Balance of the Prior Note that is outstanding after the Backstop Closing, together with all unpaid interest on the Prior Note accrued since the date of issuance thereof, and (ii) issue a new convertible unsecured promissory note (the “New Notes”) to each Investor with an issuance date of the Backstop Closing Date and an original principal amount equal to the Backstop Purchase Amount of such Investor, which New Notes shall be in the same form as the Prior Note other than as to the principal amount which shall equal each Investor’s Backstop Purchase Amount. The Company shall deliver such New Notes to the Investors at least one (1) Business Day prior to the Backstop Closing Date to be held in escrow until the Backstop Closing Date with such escrow arrangements to be mutually satisfactory to the Company and the Investors. Notwithstanding anything herein to the contrary, in the event the CPUH Stockholders Meeting is adjourned or held and the sole resolution voted on at such CPUH Stockholders Meeting is to adjourn the meeting, then no Company Notice shall be required to be delivered hereunder at such meeting.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, If the Company shall mail a written notice determine to register any of its equity securities (x) for its own account at any time following one hundred eighty (180) days following the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”) to be completed consummation by the Company of the Initial Public Offering or of the IPO Demand Registration (it being agreed that no Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following: (i) that it is a Company Notice have any rights pursuant to this Section 11.2; (ii2(b) in connection with the case of Initial Public Offering if it is a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased primary offering by the Company pursuant or otherwise prior to Section 11.1(athe date that is one hundred eighty (180) or 11.1(b), as days following the case may be, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase consummation by the Company will cease of the Initial Public Offering), or (y) in connection with a request for a Registration delivered by the Demanding IPO Stockholders or the Demanding Non-IPO Stockholders pursuant to accrue the terms set forth in Sections 2(a)(i) or 2(a)(ii) hereof, respectively, other than a Registration Statement on Form S-4 or S-8 (or any successor form), or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company shall: (A) promptly give to each of the Holders a written notice thereof and (B) subject to the terms set forth in Sections 2(b)(ii) and 2(b)(iii) hereof and the terms set forth in the immediately following proviso, include in such Registration (and any related qualification under blue sky or other state securities laws), and in any underwriting involved therein, any or all of the Registrable Securities held by any such Holder as set forth in a written request or requests, made by such Holder within ten (10) days after Repurchase Datereceipt of the written notice from the Company described in clause (A) immediately above; and (vi) provided, however, that, notwithstanding anything contained herein to the CUSIP contrary, if the representative of the underwriter or underwriters managing any such Registration advises the Company and the Holders that, in its view, the inclusion of Registrable Securities of any Holder would have a material adverse effect on such Registration, then the number of Registrable Securities that may be included in such Registration by such Holder may be limited pro rata with all other securities to be registered thereunder to the Debentures. No failure by extent required to ensure (in the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity opinion of such representative of the proceedings for underwriter or underwriters managing such Registration) that the purchase inclusion of its Debentures hereunderRegistrable Securities owned by such Holder in such Registration will not have such a material adverse effect.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingstate: (ia) that it is a Change in Control has occurred and that each Securityholder has the right to require the Company Notice pursuant to this Section 11.2repurchase such Holder's Security at the Put Price in cash; (iib) in the case of a Change of Control Repurchase Right, the events causing a Change of Control circumstances and the date of relevant facts regarding such Change of in Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (ivc) the Repurchase Date and the Repurchase Priceinstructions a Securityholder must follow in order to have such Xxxxxx's Securities repurchased in accordance with this Article 12; (vd) that, unless the Company defaults in making payment of such Repurchase Price, Interest that any Security not tendered will continue to accrue interest; (including Contingent Intereste) that on the Debentures surrendered Repurchase Date any Security tendered for purchase by payment pursuant to the Company will terms hereof and for which money sufficient to pay the Put Price has been deposited with the Trustee, as provided in this Indenture, shall cease to accrue on and interest after the Repurchase Date; (f) that Holders electing to have a Security repurchased pursuant to this Article 12 will be required to surrender the Security, duly endorsed for transfer, together with a notice in the form entitled "Repurchase Right Notice" on the reverse of the Security, to the Company at the address specified in the Company Notice on or prior to the close of business on the 30th day after the date of the Company Notice; and (vig) the CUSIP number such other information as may be required by applicable law and regulations; PROVIDED that no failure of the Debentures. No failure by the Company to give the foregoing Company Notice notices and no defect therein shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) the Securityholders' Repurchase Rights or affect the validity of the proceedings for the purchase repurchase of its Debentures hereunderthe Securities pursuant to this Article 12.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Debentureholders (and to beneficial owners as required by applicable law) pursuant not less than twenty (20) Business Days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall be delivered to all Debentureholders at their respective addresses shown in the Register, shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Debentureholder and shall state include the followingfollowing information: (i) that it is a the Put Right Purchase Price, the Conversion Rate and the approximate Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) that the Purchase Notice must be delivered by each Debentureholder electing to have the Company purchase such Debentureholder’s Debentures (or a portion thereof) as of the Purchase Date to the paying agent or in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Controlcompliance with Applicable Procedures; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent paying agent and the conversion agent; (iv) that the Debentures as to which a Repurchase Purchase Notice has been given by the Debentureholder may be converted, if they are otherwise convertible converted pursuant to Article 12, 15 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that Debenture must be surrendered (by physical delivery at the office of the paying agent in the case of certificated Debentures, or otherwise by book-entry transfer) to the paying agent for cancellation to collect payment; (vi) that the Put Right Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Debenture as described in Section 3.04(a)(iv); (vii) the procedures the Debentureholder must follow to exercise rights under this Section 3.04 and a brief description of those rights; (viii) the conversion rights of the Debentures; (ix) the procedures for withdrawing a Purchase Notice; (x) that, unless the Company defaults in making payment of such Repurchase Put Right Purchase Price, Interest (including Contingent Interest) interest on the Debentures surrendered for purchase covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vixi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.08, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"COMPANY NOTICE"). The Company Notice”) Notice shall be sent by first first-class mail to the Trustee and to each Holder not less than 20 Business Days prior to any Purchase Date (and to beneficial owners as required by applicable law) pursuant to Section 14.2the "COMPANY NOTICE DATE"). The Each Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only 10 hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest and Liquidated Damages, if any, on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures that the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment of on Securities for which a Purchase Notice has been submitted, interest, if any, and Liquidated Damages, if any, on such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to give the foregoing date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Holders (and to beneficial owners as required by applicable law) pursuant not less than 25 days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a the Purchase Price and the Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given by the Holder may be converted, if they are otherwise convertible converted pursuant to Article 12, 13 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent for cancellation to collect payment; (v) that the Purchase Price for any security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 11.08 and a brief description of those rights; (vii) the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice; (ix) that, unless the Company defaults in making payment of such Repurchase Purchase Price, Interest (including Contingent Interest) interest and Additional Amounts, if any, on the Debentures surrendered for purchase Securities covered by the Company any Purchase Notice will cease to be outstanding and interest and Additional Amounts, if any, cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At least three Business Days before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying whether the Company desires the Trustee to give the foregoing Company Notice. At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall limit any Holderbe prepared by the Company. On or before the Company Notice Date, the Company shall publish a notice containing substantially the same information that is required in the Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s right to exercise its rights pursuant to Section 11.1(a) website or 11.1(b) or affect through such other public medium as the validity of the proceedings for the purchase of its Debentures hereunderCompany may use at such time.

Company Notice. In the case connection with any purchase of an Optional Repurchase Right, no later than 20 Business Days prior Securities pursuant to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of ControlSection 3.08, the Company shall mail a give written notice of the Purchase Date to the Holders (the “"Company Notice”) "). -------------- The Company Notice shall be sent by first first-class mail to the Trustee and to each Holder not less than 20 Business Days prior to any Purchase Date (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The the "Company Notice Date"). Each Company Notice ------------------- shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Securityholder and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2the Purchase Price and the Conversion Price; (ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and the Conversion Agent; (iii) that the Debentures Securities as to which a Repurchase Purchase Notice has been given may be converted, converted if they are otherwise convertible pursuant to only in accordance with Article 12, only X hereof and paragraph 8 of the Securities if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) that Securities must be surrendered to the Repurchase Date and the Repurchase PricePaying Agent to collect payment; (v) that the Purchase Price for, and any accrued and unpaid interest (including contingent interest, if any) and Liquidated Damages, if any, on, any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (as specified in Section 3.10); (ix) that, unless the Company defaults in making payment of such Repurchase Priceon Securities for which a Purchase Notice has been submitted, Interest interest, if any (including Contingent Interest) contingent interest), and Liquidated Damages, if any, on the Debentures surrendered for purchase by the Company such Securities will cease to accrue on and after Repurchase the Purchase Date; and (vix) the CUSIP number of the DebenturesSecurities. No failure by At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least three (3) Business Days prior to give the foregoing date by which such Company Notice must be given to the Holders and that, in all cases, the text of such Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect be prepared by the validity of the proceedings for the purchase of its Debentures hereunderCompany.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the The Company shall mail deliver a written notice (the “Company Notice”) by first class mail to the Trustee and to each Holder Debentureholders (and to beneficial owners as required by applicable law) pursuant not less than twenty (20) Business Days prior to Section 14.2such Purchase Date (the “Company Notice Date”). The Company Notice shall be delivered to all Debentureholders at their respective addresses shown in the Register, shall include a form of notice (the “Repurchase Notice”) Purchase Notice to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), a Debentureholder and shall state include the followingfollowing information: (i) that it is a the Purchase Price, the Conversion Rate and the approximate Conversion Price applicable on the Company Notice pursuant to this Section 11.2Date; (ii) in that the case Purchase Notice must be delivered by each Debentureholder electing to have the Company purchase such Debentureholder’s Debentures (or a portion thereof) as of a Change of Control Repurchase Right, the events causing a Change of Control and Purchase Date to the date of such Change of Controlpaying agent; (iii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent paying agent and the conversion agent; (iv) that the Debentures as to which a Repurchase Purchase Notice has been given by the Debentureholder may be converted, if they are otherwise convertible converted pursuant to Article 12, 15 hereof only if the completed and delivered Repurchase applicable Purchase Notice has been withdrawn in accordance with the terms of the this Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto; (iv) the Repurchase Date and the Repurchase Price; (v) that Xxxxxxxxx must be surrendered (by physical delivery at the office of the paying agent in the case of certificated Debentures, or otherwise by book-entry transfer) to the paying agent for cancellation to collect payment; (vi) that the Purchase Price for any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Xxxxxxxxx as described in (iv); (vii) the procedures the Debentureholder must follow to exercise rights under this Section 3.05 and a brief description of those rights; (viii) the conversion rights of the Debentures; (ix) the procedures for withdrawing a Purchase Notice; (x) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) Purchase Price and interest on the Debentures surrendered for purchase covered by the Company any Purchase Notice will cease to accrue on and after Repurchase the Purchase Date; and (vixi) the CUSIP number of the Debentures. No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunder.

Company Notice. In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than Within 30 days after the occurrence of a Change of Control, the Company shall mail to all Holders of record of the Convertible Preferred Stock a written notice (of the “Company Notice”) by first class mail to Change of Control, the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. date of such notice being the "Change of Control Notice Date." The Company Notice notice shall include a the form of notice Change of Control Purchase Notice (the “Repurchase Notice”as defined in subsection (c) below) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the followingstate: (i) that it is a Company Notice pursuant to this Section 11.2; (ii) in the case date of a such Change of Control Repurchase Rightand, briefly, the events causing a Change of Control and the date of such Change of Control; (iiiii) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Change of Control Purchase Notice pursuant to this Section 11.3(b) and the Debentures the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) 7 must be delivered to given; (iii) the Paying Agent in order to have such Debentures purchased by Change of Control Purchase Date; (iv) the Company pursuant to Section 11.1(aChange of Control Purchase Price; (v) or 11.1(b)briefly, as the case may be, conversion rights of the Convertible Preferred Stock; (vi) the name and address of the Paying Agent and the Transfer Agent; (vii) the then current Conversion Rate; (viii) that the Debentures Convertible Preferred Stock as to which a Repurchase Change of Control Purchase Notice has been given may be converted, if they are otherwise convertible pursuant converted into Common Stock only to Article 12, only if the completed and delivered Repurchase extent that the Change of Control Purchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments theretothis Certificate of Designation; (ivix) the Repurchase Date and procedures that the Repurchase PriceHolder must follow to exercise rights under this Section 7; (vx) thatthe procedures for withdrawing a Change of Control Purchase Notice, unless the Company defaults in making payment including a form of such Repurchase Price, Interest (including Contingent Interest) on the Debentures surrendered for purchase by the Company will cease to accrue on and after Repurchase Datenotice of withdrawal; and (vixi) that the CUSIP number of Holder must satisfy the Debentures. No failure by requirements set forth in the Company Convertible Preferred Stock in order to give convert the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its Debentures hereunderConvertible Preferred Stock.