Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli to the effect that the Holder elects so to convert Notesthis Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a Holder must satisfy certificate or certificates evidencing the requirements in paragraph 9 shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the NotesNote on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Gabelli shall, as soon as practicablepracticable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Datedeliver at such office, the Company shall deliver to the Holder, through person or persons entitled thereto (as specified in the Conversion Agentapplicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If this Note is to be converted in part only, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; upon such conversion Gabelli shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and execute deliver to the Holder, at the expense of Gabelli, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an authorized denomination aggregate principal amount equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayprincipal amount of this Note.

Conversion Procedures. To convert Notesa Note, a Holder holder must satisfy (a) complete and manually sign the requirements in paragraph 9 Conversion Notice or a facsimile of the NotesConversion Notice on the back of the Note and deliver such notice to the Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment date. In the case of a Global Note, the Conversion Notice shall be completed by a DTC participant on behalf of the beneficial holder. The date date, within the time periods set forth in Section 14.01, on which the Holder holder satisfies all of those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth .” Within two Business Day Days following the Conversion Date, the Company shall deliver to the Holderholder, through the Trustee, written notice of whether such Notes shall be converted into AirTran Consideration Units or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so pursuant to a notice of redemption pursuant to Section 3.07 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the holder that all of such Notes shall be converted into AirTran Consideration Units or other combination of cash and Common Stock, Southwest or the Company, as applicable, shall deliver to the holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of full whole shares of Common Stock issuable and the Cash Component payable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional share determined shares pursuant to Section 2.06(3)14.03. Except as otherwise provided in this Article 14, if the Company shall have notified the holder that all or a portion of such Note shall be paid solely in cash, the Company shall deliver to the holder surrendering such Note the amount of cash per Note (or a portion of a Note) equal to the sum of (A) the product of the Applicable Stock Price of the Stock Component Rate of shares of Common Stock multiplied by the Conversion Rate in effect with respect to such Conversion Date plus (B) the Cash Component multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the third Business Day following such Conversion Date. Except as otherwise provided in this Article 14, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder shareholder of record of Southwest at the close of business on and after the date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date; provided, however, that no surrender of Notes on if any such date is a date when the stock transfer books of the Company Southwest are closed, such Person shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares deemed a shareholder of Common Stock upon such conversion record of Southwest as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day date on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of Southwest are open. In the case of a Principal Value Conversion, a holder will receive, in lieu of AirTran Consideration Units, cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the principal amount of the Note converted plus accrued interest, as of the Conversion Date. If a holder surrenders its Notes for conversion and it is a Principal Value Conversion, the Company had not been closedwill notify the holder by the second Trading Day following the Conversion Date whether it will pay the principal amount plus accrued interest in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. Upon Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of (x) the Conversion Price on the Conversion Date minus the Cash Component and (y) the Applicable Stock Price as of the conversion date. The Company will pay any portion of Notes, such Person shall the principal amount plus accrued interest to be paid in cash and deliver Common Stock with respect to any portion of the principal amount plus accrued and unpaid interest to be paid in Common Stock no longer be a Holder later than the third Business Day following the determination of such Notesthe Applicable Stock Price. No payment or adjustment shall be made for dividends on on, or other distributions with respect to to, any Common Stock except as provided in Section 2.07 or as otherwise provided in this IndentureArticle. On conversion of Notesa Note, except for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date, in which case the holder on such record date shall receive the interest payable on such interest payment date, that portion of accrued and unpaid interest with respect on the converted Note attributable to the converted Notes period from the most recent interest payment date (or, if no interest payment date has occurred, from the Issue Date) through the Conversion Date shall not be canceledcancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder holder thereof through delivery of the Common Stock AirTran Consideration Units (together with the cash payment, if any, in lieu of fractional shares) ), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value fair market value of such shares of Common Stock AirTran Consideration Units (together with any such cash payment in lieu of fractional shares) ), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid interest accrued through the Conversion Date, Date and the balance, if any, of such Fair Market Value fair market value of such Common Stock AirTran Consideration Units (and any such cash payment) ), or cash in lieu thereof, shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Note being converted pursuant to the provisions hereof. If a Holder holder converts more than one Note at the same time, the number of shares of Common Stock AirTran Consideration Units issuable upon the conversion shall be based on the total Principal Amount aggregate principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holderholder, a new Note in an authorized denomination equal in Principal Amount principal amount to the principal amount of the unconverted portion of the Note surrendered. If Notes or portions thereof surrendered for conversion during the last day period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such interest payment date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of business on a record date to the close of business on the Business Day immediately preceding the interest payment date to which such record date relates, (2) the Company has specified a Fundamental Change Redemption Date during such period or (3) only to the extent of overdue interest, any overdue interest exists on the Conversion Date with respect to the Notes may be converted is a legal holiday converted. The holders’ rights to convert Notes into AirTran Consideration Units are subject to the Company’s right to elect instead to pay each such holder the amount of cash determined pursuant to this Article (or an equivalent amount in a place where combination of cash and shares of Common Stock), in lieu of delivering such AirTran Consideration Units; provided, however, that if an Event of Default (other than a Conversion Agent is locateddefault in a cash payment upon conversion of the Notes) shall have occurred and be continuing, the Company shall deliver AirTran Consideration Units in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 14.02 to the effect that the Notes may would be surrendered to that Conversion Agent on the next succeeding day that it is not paid in cash or a legal holidaycombination of cash and Common Stock.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.3 and in paragraph 9 6 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent, along with appropriate endorsements and transfer documents, and pays any transfer or similar tax, is the conversion date (the “Conversion Date”)) with respect to such Notes. As soon as practicable, but in no event later than the fifth Business Day following the Conversion DateUpon conversion of a Note, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number amounts determined in accordance with Section 9.18, which shall be owing upon such conversion on the third Business Day following the last Trading Day of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)relevant Conversion Reference Period. The Person in whose name the certificate is registered shall only be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business 5:00 p.m. New York City time on the next succeeding day Business Day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been were surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 9.8 or as otherwise provided in this Indenture. On Except as provided in this paragraph, a Holder converting Notes shall not be entitled to receive any accrued and unpaid interest on any such Notes being converted. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable or payable upon conversion in accordance with this Section 9.3, any accrued and unpaid interest on such Notes will be deemed to have been paid in full. If any Conversion Date occurs subsequent to the Regular Record Date immediately preceeding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Notes at 5:00 p.m., New York City time, on any Record Date shall receive the interest payable on such Note on such Interest Payment Date notwithstanding the conversion thereof. Notes surrendered for conversion during the period from 5:00 p.m., New York City time, on any Record Date shall be accompanied by payment from converting Holders, for the account of the Company, in New York Clearing House funds, of an amount equal to the interest payable on such Interest Payment Date on the Notes being surrendered for conversion; provided that no such payment need be made: · in connection with a conversion following the Regular Record Date immediately preceding the Stated Maturity; · if a Designated Event Purchase Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or · to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to the Notes. Upon conversion of Notes, that portion of accrued interest but unpaid interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, Date and the balance, if any, of such cash or the Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages, if any, in accordance with the Registration Rights Agreement. The Company will not adjust the Conversion Rate to account for accrued interest on any Note. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day Business Day. Holders that it is have already delivered a Designated Event Purchase Notice with respect to a Note, may not a legal holidaysurrender such Note for conversion until the Designated Event Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 8.4.

Conversion Procedures. To convert 2023 Notes, a Holder must satisfy the requirements in paragraph 9 of this Section 6.02 and in the 2023 Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company Issuer shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash or a check in lieu of any fractional share determined pursuant to Section 2.06(3)6.03 hereof. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of 2023 Notes on any date when the stock transfer books of the Company Issuer shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such 2023 Notes shall have been surrendered for conversion, as if the stock transfer books of the Company Issuer had not been closed. Upon conversion of 2023 Notes, such Person shall no longer be a Holder of such 2023 Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 6.06 hereof or as otherwise provided in this Indenture. On conversion of 2023 Notes, that portion of accrued interest with respect to the converted 2023 Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash or check payment, if any, in lieu of fractional shares) in exchange for the 2023 Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash or check payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash or check payment) shall be treated as issued in exchange for the Principal Amount principal amount of the 2023 Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any 2023 Notes, the Holders of the 2023 Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the Registration Rights Agreement. If a Holder converts more than one 2023 Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the 2023 Notes converted. Upon surrender of a 2023 Note that is converted in part, the Company Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2023 Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2023 Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a CZARS a Holder must satisfy the requirements in paragraph 9 10 of the NotesCZARS. The date on which the Holder of CZARS satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a CZARS on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes CZARS shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa CZARS, such Person shall no longer be a Holder of such NotesCZARS. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture2.07. On conversion of Notesa CZARS, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option pursuant to Section 2.09) attributable to the period from the Issue Date of the CZARS to the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Notes CZARS shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes CZARS being converted pursuant to the provisions hereof, and the Fair Market Value fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 2.09) accrued and unpaid through the Conversion DateDate and accrued contingent interest, and the balance, if any, of such Fair Market Value fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount Issue Price of the Notes CZARS being converted pursuant to the provisions hereof. If a Holder converts more than one Note CZARS at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total original Principal Amount at Final Maturity of the Notes CZARS converted. Upon surrender of a Note CZARS that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note CZARS in an authorized denomination equal in Principal Amount at Final Maturity to the unconverted portion of the Note CZARS surrendered. If the last day on which Notes a CZARS may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes CZARS may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesSecurities, a Holder must satisfy the requirements in paragraph 9 8 of the NotesSecurities. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(312.1(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes Securities on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate Price in effect on the date that such Notes Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon completion of conversion of NotesSecurities, such Person shall no longer be a Holder of such NotesSecurities. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 12.2 or as otherwise provided in this Indenture. On conversion of NotesSecurities, that portion of accrued interest including accrued Contingent Interest with respect to the converted Notes Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes Securities being converted pursuant to the provisions hereof, and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion DateDate and any Contingent Interest, and the balance, if any, of such Fair Market Value (determined as aforesaid) of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. If a Holder converts more than one Note Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes Securities converted. Upon surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note Security surrendered. If the last day on which Notes Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements set forth in paragraph 9 this Section 2.13. To convert the Notes, a Holder must (a) complete and manually sign the irrevocable conversion notice on the reverse of the NotesNote (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Conversion Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all those such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the conversion date (terms of Section 2.08 or Section 2.09, as the “Conversion Date”)case may be. As soon as practicable, but in no event later than the fifth Business Day following the Conversion DateIn case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the HolderCompany cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, through however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note, a Holder will not receive any cash payment representing accrued and unpaid interest on such Note, except as specified in the immediately preceding paragraph. Instead, upon a conversion of Notes, the Company will deliver to surrendering Holder only the consideration specified in Section 2.12. Delivery of cash and Common Shares, if any, upon a conversion of Notes will be deemed to satisfy the Company’s obligation to pay the principal of the Notes and any accrued and unpaid interest thereon. Accordingly, upon a conversion of Notes, any accrued and unpaid interest will be deemed paid in full rather than cancelled, extinguished or forfeited. In no event will the Conversion Agent, Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a certificate Regular Record Date for an interest payment will receive payment of interest payable on the number of full shares of Common Stock issuable upon corresponding Interest Payment Date notwithstanding the conversion and cash in lieu of such Notes at any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and time after the Conversion close of business on the applicable Regular Record Date. Notes surrendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company such payment shall be closed shall required to be effective made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to constitute the Person such Interest Payment Date or Persons entitled (2) with respect to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such dateoverdue interest (including Additional Interest), but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes if any overdue interest exists at the close time of business on the next succeeding day on which conversion with respect to such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closedNotes. Upon conversion of Notesa Note, the Company, if it elects to deliver Net Shares, will pay any documentary, stamp or similar issue or transfer tax due on the issue of the Net Shares upon such conversion unless the tax is due because the Holder requests the Net Shares to be issued or delivered to a Person shall no longer be a other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such NotesNet Shares. No payment or adjustment shall be made for dividends on or other distributions with respect to any Certificates representing Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall Shares will not be canceled, extinguished issued or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash paymentdelivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Common Shares. Such Holder shall only acquire such rights upon the delivery by the Company, at its option, of Net Shares in lieu of fractional shares) in exchange for the Notes being converted pursuant to accordance with the provisions hereof, and the Fair Market Value of such shares Section 2.12 upon a conversion of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofby a Holder. If a Holder converts more than one Note at the same time, the number of shares of Common Stock Net Shares, if any, issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes convertedsurrendered for conversion. Upon surrender The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a Note that is converted in partsufficient number of Common Shares to permit the conversion of the Notes at the applicable Conversion Rate. Any Common Shares delivered upon a conversion of Notes shall be newly issued shares or treasury shares, the shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall executeendeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Common Shares, if any, upon a conversion of Notes and the Trustee shall cause to have listed or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day quoted all such Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which Notes may the Common Shares are then listed or quoted. Except as set forth herein, no other payment or adjustment for interest shall be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidaymade upon conversion of Notes.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 7.02 and in paragraph 9 10 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)7.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 7.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, including accrued Contingent Interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, forfeited but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion DateDate and accrued and unpaid Contingent Interest, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any holders of Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages to the extent provided under, and in accordance with the provisions of, the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To Any holder of shares of Convertible PIK Preferred Stock desiring to convert Notes, a Holder must satisfy such shares into Common Stock shall surrender the requirements in paragraph 9 certificate or certificates evidencing such shares of Convertible PIK Preferred Stock at the office of the Notestransfer agent for the Convertible PIK Preferred Stock which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder elects to convert such shares of Convertible PIK Preferred Stock and specifying the name or names (with address or addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued. Except as otherwise described in this paragraph, no payments or adjustments in respect of dividends on shares of Convertible PIK Preferred Stock surrendered for conversion, whether paid or unpaid and whether or not in arrears, or on account of any dividend on the Common Stock issued upon conversion shall be made by the Corporation upon the conversion of any shares of Convertible PIK Preferred Stock. The holder of record of shares of Convertible PIK Preferred Stock on a dividend record date who surrenders such 57 shares for conversion during the period between such dividend record date and the corresponding dividend payment date will be entitled to receive the dividend on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”)such dividend payment date. As The Corporation shall, as soon as practicablepracticable after such surrender of certificates evidencing shares of Convertible PIK Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver at such office of such transfer agent to the Holderperson for whose account such shares of Convertible PIK Preferred Stock were so surrendered, through or to the Conversion Agentnominee of such person, a certificate for certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any date when the stock transfer books shares of Convertible PIK Preferred Stock to be converted, and the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon conversion of such conversion Convertible PIK Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.2 and in paragraph 9 8 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required, is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, cash or a certificate for the number combination of full cash and shares of Common Stock issuable upon the conversion as set forth in Section 9.16 and cash in lieu of any fractional share determined pursuant to by Section 2.06(3)9.3. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the cash or a combination of cash and Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, principal amount of the Notes being converted pursuant to the provisions hereof and the balance, if any, of such cash or the Fair Market Value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for interest accrued and unpaid through the Principal Amount Conversion Date. Notwithstanding conversion of any Notes, the Holders of the Notes being converted pursuant and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages in accordance with the provisions hereofRegistration Rights Agreement. If a Holder converts more than one Note at the same time, the number cash or the combination of cash and shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day Business Day. Holders that it is have already delivered a Change in Control Purchase Notice with respect to a Note, may not a legal holidaysurrender such Note for conversion until the Change in Control Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 8.2.”

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 10.02 and in paragraph 9 8 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required, is the conversion date (the “Conversion Date”"CONVERSION DATE"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)10.03. Upon conversion, the Company may choose to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock as set forth in Section 10.16. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 10.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, Date and the balance, if any, of such Fair Market Value of such cash or Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. On completion of a conversion, the Conversion Agent will notify the Trustee as to any Notes converted and therefore no longer outstanding under the Indenture. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day Business Day. Holders that it is have already delivered a Change in Control Purchase Notice with respect to a Note, may not a legal holidaysurrender such Note for conversion until the Change in Control Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 6.02.

Conversion Procedures. To convert NotesPromptly after the Effective Time, a Holder must satisfy Pubco shall cause the requirements in paragraph 9 Exchange Agent to mail to each holder of record (as of the Notes. The date on which the Holder satisfies all those requirements is the conversion date Effective Time) a certificate or certificates (the “Conversion Date”)"Certificates") which immediately prior to the Effective Time represented outstanding shares of Envirosystems Preferred Stock whose shares were converted into the right to receive shares of Pubco Common Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Pubco may reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Pubco Common Stock. As soon Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as practicablemay be appointed by Pubco, but together with such letter of transmittal, duly completed and validly executed in no event later than accordance with the fifth Business Day following the Conversion Dateinstructions thereto, the Company holders of such Certificates shall deliver be entitled to receive in exchange therefore certificates representing the Holdernumber of whole shares of Pubco Common Stock into which their shares of Envirosystems Preferred Stock were converted at the Effective Time in accordance with the Pubco Conversion Ratio, through and the Conversion AgentCertificates so surrendered shall forthwith be canceled. Until so surrendered, a certificate outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to evidence only the ownership of the number of full shares of Pubco Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of into which such shares of Common Envirosystems Preferred Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered so converted. All certificates for conversion, Pubco Common Stock issued as if the stock transfer books a result of the Company had not been closed. Upon conversion of Notes, such Person shall no longer Envirosystems Preferred Stock in the Merger will be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect held in the Escrow Account and subject to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to release following the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery expiration of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayPubco Lock-Up.

Conversion Procedures. To The conversion of shares of Class B-1 Non-Voting Stock pursuant to this Section (a)(viii) may be effected by any Class B-1 Holder upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board and identified to the Class B-1 Holders in writing upon such designation, of the certificate for such shares of Class B-1 Non-Voting Stock to be converted accompanied by a written notice stating that such Class B-1 Holder elects to convert Notesall or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section (a)(viii) and specifying the name or names in which such Class B-1 Holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such Class B-1 Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock upon conversion of Class B-1 Non-Voting Stock pursuant hereto. As promptly as practical, and in any event within three (3) Business Days (or fifteen (15) calendar days if physical delivery of any certificate is involved) after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the converting Class B-1 Holder (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such Class B-1 Holder shall be entitled, and (ii) if less than the full number of shares of Class B-1 Non-Voting Stock evidenced by the surrendered certificate or certificates is being converted, a Holder must satisfy new certificate or certificates, of like tenor, for the requirements in paragraph 9 number of shares of Class B-1 Non-Voting Stock evidenced by such surrendered certificate or certificates less the Notesnumber of shares of Class B-1 Non-Voting Stock being converted. The date Such conversion shall be deemed to have occurred at the close of business on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon ) of the giving of such notice by the Class B-1 Holder to be converted and of such surrender of the certificate or certificates representing the shares of Class B-1 Non-Voting Stock to be converted so that as practicable, but in no event later than of such time the fifth Business Day following rights of the Conversion Date, the Company shall deliver Class B-1 Holder thereof as to the Holdershares being converted shall cease, through the Conversion Agent, a certificate except for the number of full right to receive certificates representing shares of Common Stock issuable upon in accordance herewith, and the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons Class B-1 Holder entitled to receive the shares of Common Stock upon issued as a result of such conversion shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock on at such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesSecurities, a Holder must satisfy the requirements in paragraph 9 section 8 of the NotesSecurities. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth fourth Business Day following the Conversion Determination Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full cash and, if applicable, shares of Common Stock issuable in accordance with Section 12.4 below. If any shares of Common Stock are received by such Holder upon conversion, the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes Securities on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate Price in effect on the date that such Notes Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon completion of conversion of NotesSecurities, such Person shall no longer be a Holder of such NotesSecurities. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 12.2 or as otherwise provided in this Indenture. On conversion of NotesSecurities, that portion of accrued interest including accrued Contingent Interest with respect to the converted Notes Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash paymentStock, if any, in lieu of fractional shares) in exchange for the Notes Securities being converted pursuant to the provisions hereof, and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of such shares of Common Stock (together with any such the cash payment in lieu of fractional sharespayment) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion DateDate and any Contingent Interest, and the balance, if any, of such Fair Market Value (determined as aforesaid) of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date and subsequent to the notice of such redemption. If a Holder converts more than one Note Security at the same time, the number amount of cash payable (and shares of Common Stock issuable issuable, if any) upon the conversion shall be based on the total Principal Amount of principal amount of, and total interest accrued and unpaid on, the Notes Securities converted. Upon surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note Security surrendered. If the last day on which Notes Securities may be converted is a legal holiday Legal Holiday in a place where a Conversion Agent is located, the Notes Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayLegal Holiday.

Conversion Procedures. To Any holder of shares of Series A desiring to convert Notes, a Holder must satisfy such shares into Common Stock shall surrender the requirements in paragraph 9 certificate or certificates evidencing such shares of Series A at the office of the Notestransfer agent for the Series A or at such other office or offices, if any, as the Board of Directors may designate for the purpose (which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or be accompanied by proper instruments of transfer to the Corporation or in blank), accompanied by irrevocable written notice to the Corporation to the effect that the holder elects so to convert such shares of Series A (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued or to whom any other consideration deliverable upon such conversion is to be delivered). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of shares of Series A on account of any dividends accrued on such shares or on account of any dividends accrued on the shares of Common Stock issued upon such conversion. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Corporation shall, as soon as practicablepracticable after the surrender of certificates evidencing shares of Series A being converted at the office referred to above and compliance with the other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Datedeliver at such office, the Company shall deliver to the Holder, through person or persons entitled thereto (as specified in the Conversion Agentapplicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided and/or any other consideration deliverable upon such conversion. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any certificates evidencing shares of Series A to be converted (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon conversion of such conversion Series A shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesPromptly after the Effective Time, a Holder must satisfy Frosx Xxxxx xxxll cause the requirements in paragraph 9 Exchange Agent to mail to each holder of record (as of the Notes. The date on which the Holder satisfies all those requirements is the conversion date Effective Time) a certificate or certificates (the “Conversion Date”)"CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Gainxx Xxxxxxx Xxxmon Stock whose shares were converted into the right to receive shares of Frosx Xxxxx Xxxmon Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Frosx Xxxxx xxx reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Frosx Xxxxx Xxxmon Stock. As soon Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as practicablemay be appointed by Frosx Xxxxx, but xxgether with such letter of transmittal, duly completed and validly executed in no event later than accordance with the fifth Business Day following instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Frosx Xxxxx Xxxmon Stock into which their shares of Gainxx Xxxxxxx Xxxmon Stock were converted at the Effective Time in accordance with the Conversion DateRatio, and the Company Certificates so surrendered shall deliver forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to evidence only the Holder, through the Conversion Agent, a certificate for ownership of the number of full shares of Common Frosx Xxxxx Xxxmon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of into which such shares of Common Gainxx Xxxxxxx Xxxmon Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, so converted. All certificates issued as if the stock transfer books a result of the Company had conversion of Gainxx Xxxxxxx Xxxmon Stock in the Merger representing Frosx Xxxxx Xxxmon Stock will bear restrictive legends to the effect that the shares represented by such certificates have not been closed. Upon conversion of Notes, such Person shall no longer registered under the Securities Act and can only be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided transferred in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidaycompliance therewith.

Conversion Procedures. To convert NotesThe Common Shares (or other shares, a Holder must satisfy securities or property) into which the requirements outstanding shares of Series B Preferred Stock are convertible as computed in paragraph 9 this Subsection 9(c)(iii) shall, promptly after delivery to the Corporation of written notice of any conversion election, or promptly after the occurrence of any Automatic Conversion Event, and upon surrender to the Corporation of the Notes. The date on which certificates representing the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Series B Preferred Stock to be converted, duly endorsed in blank or accompanied by signed instruments appropriate for transfer, be issued and delivered as soon as practicablepracticable to the holders of Series B Preferred Stock in due and proper form, but in no event later than and shall be fully paid and nonassessable; as to any portion of the fifth Business Day following the Conversion Dateshares so surrendered which are not subject to such conversion election, the Company Corporation shall deliver promptly issue to the Holder, through the Conversion Agent, holder thereof a certificate for the number of full shares of Common Stock issuable upon the conversion in due and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive proper form representing the shares of Common Series B Preferred Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender which have not been so converted. Conversion shall be effective deemed to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes have been made at the close of business on the next succeeding day on which date that notice of such stock transfer books are open; such conversion shall be at written election was given by the Conversion Rate in effect holder, or on the date that such Notes shall have been surrendered for conversionthe Corporation's Board of Directors elected to declare an Automatic Conversion Event, as if the stock transfer books irrespective of the Company had not been closed. Upon conversion of Notesdate on which such surrender or issuance may occur, such Person shall no longer be a Holder and as of such Noteselection date each such holder shall be deemed to have become the record holder of such respective number of Common Shares (or other shares, securities or property), and the Series B Preferred Stock so converted shall be deemed forthwith cancelled and shall not thereafter be deemed authorized or subject to reissuance. No payment or adjustment shall be made for in the number of Common Shares issuable upon conversion to reflect declared, but unpaid, dividends on or other distributions with respect to any Common Stock except Series B Preferred Stock, but such dividends for which the payment date has passed shall be paid in cash as provided in Section 2.07 or as otherwise provided in this Indenture. On of the date of conversion of Notes, that portion the shares of accrued interest with respect Series B Preferred Stock as to the converted Notes which they are owing. The Corporation shall not be canceledrequired to issue any fraction of Common Shares upon conversion of Series B Preferred Stock; if any fraction of Common Shares would, extinguished or forfeitedexcept for the foregoing clause, but rather be issuable to any holder on the conversion of Series B Preferred Stock, the Corporation shall be deemed pay to be paid each holder of such converted Series B Preferred Stock an amount in full cash equal to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value then current fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayinterest.

Conversion Procedures. To convert NotesSecurities, a Holder must satisfy the requirements in paragraph 9 8 of the NotesSecurities. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of NotesSecurities, that portion of any accrued and unpaid interest with respect to the converted Notes Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and the Common Stock (together with the cash payment, if any, in lieu of fractional shares) ), in exchange for the Notes Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and Additional Interest, in respect of a Security as may be payable to such Holder if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. If a Holder converts more than one Note Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion conversion, if any, shall be based on the total Principal Amount principal amount of the Notes Securities converted. Upon surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note Security surrendered. If the last day on which Notes Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli to the effect that the Holder elects so to convert Notesthis Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a Holder must satisfy certificate or certificates evidencing the requirements in paragraph 9 shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the NotesNote on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Gabelli shall, as soon as practicablepracticable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Datedeliver at such office, the Company shall deliver to the Holder, through person or persons entitled thereto (as specified in the Conversion Agentapplicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If this Note is to be converted in part only, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; upon such conversion Gabelli shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and execute deliver to the Holder, at the expense of Gabelli, a new Note or Notes of like tenor in denominations of $0,000,000 and any integral multiple thereof and with an authorized denomination aggregate principal amount equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayprincipal amount of this Note.

Conversion Procedures. To convert Notes, a Holder must satisfy The holder of any shares of Series B Preferred Stock may exercise the requirements conversion right specified in paragraph 9 Section 5(a) by surrendering to the Corporation or any transfer agent of the NotesCorporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted. The Upon the occurrence of automatic conversion pursuant to Section 5(b), the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided that the Corporation shall not be obligated to issue to any holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of Series B Preferred Stock are delivered either to the Corporation or any transfer agent of the Corporation. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and of certificates for shares being converted is made or on which a date specified in Section 5(b), as the Holder satisfies all those requirements case may be, and such date is referred to herein as the conversion date (the “"Conversion Date”". Subject to the provisions of Section 5(f)(iv). As soon , as practicable, but promptly as practicable thereafter (and after surrender of the certificate or certificates representing shares of Series B Preferred Stock to the Corporation or any transfer agent of the Corporation in no event later than the fifth Business Day following case of conversion pursuant to Section 5(b)) the Conversion Date, the Company Corporation shall issue and deliver to or upon the Holder, through the Conversion Agent, written order of such holder a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion to which such holder is entitled and a check or cash in lieu of with respect to any fractional interest in a share determined pursuant to of Common Stock as provided in Section 2.06(35(e). The Person Subject to the provisions of Section 5(f)(iv), the person in whose name the certificate is registered or certificates for Common Stock are to be issued shall be treated as deemed to have become a stockholder holder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such applicable Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Common Series B Preferred Stock as surrendered for conversion (in the record case of conversion pursuant to Section 5(a)), the Corporation shall issue and deliver to or upon the written order of the holder or holders thereof for all purposes at of the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been certificate so surrendered for conversion, as if at the stock transfer books expense of the Company had not been closed. Upon conversion of NotesCorporation, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, new certificate covering the number of shares of Common Series B Preferred Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to representing the unconverted portion of the Note certificate so surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Note a Holder must satisfy the requirements in paragraph 9 8 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date (the "Conversion Notice Date"). The Company shall deliver to the Holder through the Conversion Agent, as practicable, promptly as practicable but in any event no event later than the fifth Business Day following the Conversion Notice Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable deliverable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(3)3.07(c) hereof. The Person in whose name the certificate representing such conversion shares is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Note, such Person the Holder thereof shall no longer be a Holder of such NotesNote and such Note shall be cancelled and no longer outstanding. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture3.08. On conversion of Notesa Note, that portion of Accreted Value (or accrued interest and unpaid interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 3.10) attributable to the period from the Issue Date of the Note to the Conversion Date with respect to the converted Notes Note shall not be canceledcancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofconverted. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount (or the Restated Principal Amount, if applicable) to the unconverted portion of the Note surrendered. If the last day on which Notes a Note may be converted is a legal holiday Legal Holiday in a place where a Conversion Agent is located, the Notes Note may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayLegal Holiday.

Conversion Procedures. To convert NotesPromptly after the Effective Time, a Holder must satisfy Frosx Xxxxx xxxll cause the requirements in paragraph 9 Exchange Agent to mail to each holder of record (as of the Notes. The date on which the Holder satisfies all those requirements is the conversion date Effective Time) a certificate or certificates (the “Conversion Date”)"Certificates") which immediately prior to the Effective Time represented outstanding shares of Gainxx Xxxxxxx Xxxmon Stock whose shares were converted into the right to receive shares of Frosx Xxxxx Xxxmon Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Frosx Xxxxx xxx reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Frosx Xxxxx Xxxmon Stock. As soon Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as practicablemay be appointed by Frosx Xxxxx, but xxgether with such letter of transmittal, duly completed and validly executed in no event later than accordance with the fifth Business Day following instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Frosx Xxxxx Xxxmon Stock into which their shares of Gainxx Xxxxxxx Xxxmon Stock were converted at the Effective Time in accordance with the Conversion DateRatio, and the Company Certificates so surrendered shall deliver forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to evidence only the Holder, through the Conversion Agent, a certificate for ownership of the number of full shares of Common Frosx Xxxxx Xxxmon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of into which such shares of Common Gainxx Xxxxxxx Xxxmon Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, so converted. All certificates issued as if the stock transfer books a result of the Company had conversion of Gainxx Xxxxxxx Common Stock in the Merger representing Frosx Xxxxx Xxxmon Stock will bear restrictive legends to the effect that the shares represented by such certificates have not been closed. Upon conversion of Notes, such Person shall no longer registered under the Securities Act and can only be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided transferred in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidaycompliance therewith.

Conversion Procedures. To convert Notes, Notes a Holder must satisfy the requirements in paragraph 9 10 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture2.07. On conversion of Notes, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option pursuant to Section 2.09) attributable to the period from the Issue Date of the Notes to the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 2.09) accrued and unpaid through the Conversion DateDate and accrued contingent interest, and the balance, if any, of such Fair Market Value fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount Issue Price of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total original Principal Amount at Final Maturity of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Final Maturity to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements set forth in paragraph 9 this Section 2.13. To convert the Notes, a Holder must (a) complete and manually sign the irrevocable conversion notice on the reverse of the NotesNote (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Conversion Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all those such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change of Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount and the remaining principal amount of the Notes is in an authorized denomination. Upon surrender of a Note for conversion date (by a Holder, such Holder shall deliver to the “Conversion Date”)Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. As soon as practicableUpon conversion of a Note, but in no event later than the fifth Business Day following the Conversion Datea Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon a conversion of Notes, the Company shall deliver to tendering Holders only the Holderconsideration specified in Section 2.12. Delivery of cash and Company Common Shares, through if any, upon a conversion of Notes shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest, except as otherwise provided herein. Accordingly, upon a conversion of Notes, except as otherwise provided herein, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Conversion Agent, Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a certificate Regular Record Date for an interest payment shall receive payment of interest payable on the number of full shares of Common Stock issuable upon corresponding Interest Payment Date notwithstanding the conversion and cash in lieu of such Notes at any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and time after the Conversion close of business on the applicable Regular Record Date. Notes tendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company such payment shall be closed shall required to be effective made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to constitute the Person second Business Day following such Interest Payment Date or Persons entitled (2) with respect to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such dateoverdue interest (including Additional Interest), but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes if any overdue interest exists at the close time of business on the next succeeding day on which conversion with respect to such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closedNotes. Upon conversion of Notesa Note, such Person the Company, if it elects to deliver Net Shares, shall no longer be a Holder of such Notes. No payment pay any documentary, stamp or adjustment shall be made for dividends similar issue or transfer tax due on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery issue of the Common Stock (together with Net Shares upon the cash paymentconversion, if any, unless the tax is due because the Holder requests the shares to be issued or delivered to a person other than the Holder, in lieu of fractional shares) in exchange for which case the Notes being converted pursuant Holder must pay the tax due prior to the provisions hereof, and the Fair Market Value delivery of such shares of Net Shares. Certificates representing or evidencing Company Common Stock (together with any such cash payment in lieu of fractional shares) Shares shall not be treated as issued, to the extent thereof, first in exchange for interest accrued issued or delivered unless all taxes and unpaid through the Conversion Date, and the balanceduties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Company Common Shares. Such Holder shall only acquire such Fair Market Value rights upon the delivery by the Company, at its option, of such Common Stock (and any such cash payment) shall be treated as issued Net Shares in exchange for the Principal Amount of the Notes being converted pursuant to accordance with the provisions hereofof Section 2.12 in connection with the conversion by a Holder of Notes. If a Holder converts more than one Note at the same time, the number of shares of Common Stock Net Shares, if any, issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes convertedsurrendered for conversion. Upon surrender The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Company Common Shares a Note that is converted in partsufficient number of Company Common Shares to permit the conversion of the Notes at the applicable Conversion Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Shares. Any Company Common Shares delivered upon a conversion of Notes shall executebe newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the Trustee or the Authenticating Agent shall authenticate issuance and deliver delivery of Company Common Shares, if any, upon a conversion of Notes and, prior to the Holder, delivering any Company Common Shares upon a new Note in an authorized denomination equal in Principal Amount to the unconverted portion conversion of the Note surrendered. If the last day Notes, shall cause to have listed or quoted all such Company Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which Notes may the Company Common Shares are then listed or quoted. Except as set forth herein, no other payment or adjustment for interest shall be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidaymade upon conversion of Notes.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 (i) Conversion of shares of the NotesPreferred Stock may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors, of the certificate or certificates for such shares of the Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Preferred Stock certificate attached hereto as Exhibit A) along with (A) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent, (B) if required pursuant to Section 6(c), funds equal to the amount specified in such Section. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names and (C) the written certification referred to in Section 6(a) above. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Preferred Stock pursuant hereto. The date conversion of the Preferred Stock will be deemed to have been made as of the close of business on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”) such certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Corporation that such taxes have been paid). As soon promptly as practicable, but in no event later than the fifth Business Day practicable following the Conversion Date, the Company Corporation shall deliver or cause to be delivered (1) certificates representing the Holder, through the Conversion Agent, a certificate for the whole number of validly issued, fully paid and nonassessable full shares of Common Stock issuable upon to which the conversion holder of shares of the Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if less than the full number of shares of the Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares of Preferred Stock being converted, along with cash in lieu of payment for any fractional share determined pursuant to Section 2.06(3)shares. The Person in whose name As of the certificate is registered shall be treated as a stockholder close of record business on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books rights of the Company holder of the Preferred Stock as to the shares being converted shall be closed shall be effective cease except for the right to constitute receive shares of Common Stock and any cash payment described in Section 6(c) below, and the Person or Persons entitled to receive the shares of Common Stock upon such conversion shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock on at such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesPromptly after the Effective Time, a Holder must satisfy Pubco shall cause the requirements in paragraph 9 Exchange Agent to mail to each holder of record (as of the Notes. The date on which the Holder satisfies all those requirements is the conversion date Effective Time) a certificate or certificates (the “Conversion Date”)"Certificates") which immediately prior to the Effective Time represented outstanding shares of BAXL Common Stock whose shares were converted into the right to receive shares of Pubco Common Stock in the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Pubco may reasonably specify ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Pubco Common Stock. As soon Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as practicablemay be appointed by Pubco, but together with such letter of transmittal, duly completed and validly executed in no event later than accordance with the fifth Business Day following the Conversion Dateinstructions thereto, the Company holders of such Certificates shall deliver be entitled to receive in exchange therefore certificates representing the Holdernumber of whole shares of Pubco Common Stock into which their shares of BAXL Common Stock were converted at the Effective Time in accordance with the Pubco Conversion Ratio, through and the Conversion AgentCertificates so surrendered shall forthwith be canceled. Until so surrendered, a certificate outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to evidence only the ownership of the number of full shares of Pubco Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of into which such shares of BAXL Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes so converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 7.02 and in paragraph 9 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)7.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 7.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert 2023 Notes, a Holder must satisfy the requirements in paragraph 9 of this Section 6.02 and in the 2023 Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As Subject to the procedures set forth in Section 6.13 hereof, as soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company Issuer shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash or a check in lieu of any fractional share determined pursuant to Section 2.06(3)6.03 hereof. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of 2023 Notes on any date when the stock transfer books of the Company Issuer shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such 2023 Notes shall have been surrendered for conversion, as if the stock transfer books of the Company Issuer had not been closed. Upon conversion of 2023 Notes, such Person shall no longer be a Holder of such 2023 Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 6.06 hereof or as otherwise provided in this Indenture. On conversion of 2023 Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock Principal Return, the Net Shares (together with the cash or check payment, if any, in lieu of fractional shares) in exchange for will be deemed to satisfy the Issuer's obligations to pay the principal of the converted 2023 Notes being converted pursuant as well as accrued interest with respect to the provisions hereofconverted 2023 Notes. Accrued interest on the 2023 Notes shall be deemed canceled, extinguished or forfeited, rather than paid in full. Notwithstanding conversion of any 2023 Notes, the Holders of the 2023 Notes and the Fair Market Value of such shares of any Common Stock (together issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofRegistration Rights Agreement. If a Holder converts more than one 2023 Note at the same time, the amount of cash and number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the 2023 Notes converted. Upon surrender of a 2023 Note that is converted in part, the Company Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2023 Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the 2023 Note surrendered. If the last day on which 2023 Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the 2023 Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Note a Holder must satisfy --------------------- the requirements in paragraph 9 10 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion ---------- Date”"). As soon as practicable, but in no event later than the fifth Business ---- Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(34.05(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Note on any -------- ------- date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Note, such Person shall no longer be a Holder of such NotesNote. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture4.06. On conversion of Notesa Note, that portion of Accreted Value (or interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 4.08) attributable to the period from the Issue Date of the Note to the Conversion Date and accrued contingent interest with respect to the converted Notes Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofconverted. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Final Maturity of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount (or the Restated Principal Amount, if applicable) to the unconverted portion of the Note surrendered. If the last day on which Notes a Note may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Note may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Debenture a Holder must satisfy the requirements in paragraph 9 of the NotesDebentures. The date on which the Holder of Debentures satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth seventh Business Day following Day, after the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(3)15.3. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Debenture, such Person shall no longer be a Holder of such NotesDebenture. No payment or adjustment shall will be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this IndentureArticle XV. On conversion of Notesa Debenture, that portion of accrued interest Original Issue Discount attributable to the period from the Issue Date of the Debenture to the Conversion Date with respect to the converted Notes Debenture shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one Note Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes Debentures converted. Upon surrender of a Note Debenture that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note Debenture in an authorized denomination equal in Principal Amount to the unconverted portion of the Note Debenture surrendered. If the last day on which Notes a Debenture may be converted is a legal holiday Legal Holiday in a place where a Conversion Agent is located, the Notes Debenture may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayLegal Holiday.

Conversion Procedures. To convert Notes, a Note a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(34.05(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Note, such Person shall no longer be a Holder of such NotesNote. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture4.06. On conversion of Notesa Note, that portion of Accreted Value (or interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 4.08) attributable to the period from the Issue Date of the Note to the Conversion Date and accrued contingent interest with respect to the converted Notes Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To The holder of any shares of Convertible Preferred Stock may exercise its right to convert Notessuch shares into shares of Common Stock at any time by surrendering for such purpose to the Corporation, at its principal office or at such other office or agency maintained by the Corporation for that purpose, a Holder must satisfy certificate or certificates representing the requirements shares of Convertible Preferred Stock to be converted duly endorsed to the Corporation in paragraph 9 blank accompanied by a written notice stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section 7. The Corporation will pay any and all documentary, stamp or similar issue or transfer tax and any other taxes that may be payable in respect of any issue or delivery of shares of Common Stock to the holder on conversion of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”)Convertible Preferred Stock pursuant hereto. As soon promptly as practicable, but and in no any event later than within three Business Days after the fifth Business Day following surrender of such certificate or certificates and the Conversion Datereceipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes are inapplicable), the Company Corporation shall deliver or cause to be delivered (i) certificates (which shall bear legends, if appropriate) registered in the Holder, through the Conversion Agent, a certificate for name of such holder representing the number of validly issued, fully paid and nonassessable full shares of Common Stock issuable upon to which the conversion holder of shares of Convertible Preferred Stock so converted shall be entitled, (ii) if less than the full number of shares of Convertible Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted and cash in lieu (iii) payment of any fractional share determined all amounts to which a holder is entitled pursuant to Section 2.06(3)7(e) hereof. The Person in whose name Such conversion shall be deemed to have been made at the close of business on the date of receipt of such notice and of such surrender of the certificate is registered shall or certificates representing the shares of Convertible Preferred Stock to be treated as a stockholder of record on and after converted so that the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books rights of the Company holder thereof as to the shares being converted shall be closed shall be effective cease except for the right to constitute receive shares of Common Stock, and the Person or Persons person entitled to receive the shares of Common Stock upon such conversion shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock on at such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.2 and in paragraph 9 8 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required, is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)9.3. Upon conversion, the Company may choose to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock as set forth in Section 9.16. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, Date and the balance, if any, of such Fair Market Value of such cash or Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages in accordance with the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day Business Day. Holders that it is have already delivered a Change in Control Purchase Notice with respect to a Note, may not a legal holidaysurrender such Note for conversion until the Change in Control Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 8.2.

Conversion Procedures. To In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli to the effect that the Holder elects so to convert Notesthis Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a Holder must satisfy certificate or certificates evidencing the requirements in paragraph 9 shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the NotesNote on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Gabelli shall, as soon as practicablepracticable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Datedeliver at such office, the Company shall deliver to the Holder, through person or persons entitled thereto (as specified in the Conversion Agentapplicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If this Note is to be converted in part only, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; upon such conversion Gabelli shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and execute deliver to the Holder, at the expense of Gabelli, a new Note or Notes of like tenor in denominations of $1,000,000 xxd any integral multiple thereof and with an authorized denomination aggregate principal amount equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayprincipal amount of this Note.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 Conversion of shares of the NotesSeries A Cumulative Convertible Preferred Shares may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at such other office or agency as may be directed by the Board of Directors, of the certificate or certificates for such shares of the Series A Cumulative Convertible Preferred Shares to be converted accompanied by a complete and manually signed Notice of Conversion (attached hereto as Exhibit A) along with (A) appropriate endorsements and transfer documents as required by the Board of Directors and (B) if required pursuant to Section 7(c) funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Voting Common Stock in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Voting Common Stock upon conversion of shares of the Series A Cumulative Convertible Preferred Shares pursuant hereto. The date conversion of the Series A Cumulative Convertible Preferred Shares will be deemed to have been made on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”) such certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the satisfaction of the Corporation that such taxes have been paid). As soon as practicable, Promptly (but in no event later than the fifth 10 Business Day Days) following the Conversion Date, the Company Corporation shall deliver or cause to be delivered (i) certificates representing the Holdernumber of validly issued, through fully paid and nonassessable full shares of Voting Common Stock to which the Conversion Agentholder of shares of the Series A Cumulative Convertible Preferred Shares being converted (or such holder’s transferee) shall be entitled, and (ii) if less than the full number of shares of the Series A Cumulative Convertible Preferred Shares evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of full shares evidenced by such surrendered certificate or certificates less the number of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)shares being converted. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after On the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books rights of the Company holder of the Series A Cumulative Convertible Preferred Shares as to the shares being converted shall be closed shall be effective cease except for the right to constitute receive shares of Voting Common Stock and the Person or Persons entitled to receive the shares of Voting Common Stock upon such conversion shall be treated for all purposes as having become the record holder or holders of such shares of Voting Common Stock on at such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesIf the Holder elects to exercise its conversion right, a the Holder must satisfy shall surrender this Note at the requirements in paragraph 9 principal executive offices of the Notes. The date on which Company (which, if the Company shall so require, shall be duly endorsed to the Company or in blank, or be accompanied by proper instruments of transfer to the Company or in blank), accompanied by irrevocable written notice to the Company and the Parent to the effect that the Holder satisfies all those requirements is elects so to convert this Note (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion date (the “Conversion Date”are to be issued). As soon as practicable, but in no event later than If the fifth Business Day following the Conversion DateCompany elects to exercise its conversion right, the Company shall deliver send a written notice to the HolderHolder setting forth the procedure for such conversion. The Company may require the Holder to surrender this Note at the executive offices of the Company (which, through if the Conversion AgentCompany shall so require, shall be duly endorsed to the Company or in blank, or be accompanied by proper instruments of transfer to the Company or in blank). The Holder shall notify the Company and the Parent of the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued. In connection with any conversion of the Note, the Company shall, as soon as practicable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the applicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Datepossible after a conversion has --------------------- been effected, the Company shall deliver to the Holder, through the Conversion Agent, converting holder: a certificate for or certificates representing the number of full shares of Common Conversion Stock issuable upon the conversion and cash in lieu of (excluding any fractional share determined pursuant to Section 2.06(3share). The Person in whose name , as the certificate is registered shall be treated as a stockholder case may be, issuable by reason of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion in such name or names and such denomination or denominations as the record converting holder or holders has reasonably specified; if required by the terms of such shares this Note, payment in an amount equal to the sum of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall principal amount converted, which has not be canceledbeen paid prior thereto, extinguished or forfeited, but rather shall be deemed to be paid in full plus the amount payable under subparagraph (d) below; a new Note representing any portion of the principal amount which was represented by this Note surrendered to the Holder thereof through delivery Company in connection with such conversion but which was not converted; and if any fractional share of Conversion Stock would, except for the Common Stock (together with provisions hereof, be deliverable upon conversion of this Note, the cash payment, if anyCompany, in lieu of delivering such fractional shares) share, shall pay an amount equal to the Conversion Price of such fractional share as of the date of such conversion. The issuance of certificates for shares of Conversion Stock upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in exchange respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to insure that the Conversion Stock, issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Conversion Stock, issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the Notes being converted pursuant to purpose of issuance upon the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount conversion of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same timeNotes, the such number of shares of Common Stock Conversion Stock, issuable upon the conversion shall of all outstanding Notes. All shares of Conversion Stock, which are so issuable shall, when issued, be based on duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges except those contemplated by the total Principal Amount of Purchase Agreement and the Notes convertedRegistration Agreement. Upon surrender of a Note that is converted in part, the The Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes take all such actions as may be converted is a legal holiday in a place where a necessary to assure that all such shares of Conversion Agent is locatedStock, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayso issued without violation of any applicable law or governmental regulation.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.2 and in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pays any transfer or similar tax, if required, is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, cash or a certificate for the number combination of full cash and shares of Common Stock issuable upon the conversion as set forth in Section 9.17 and cash in lieu of any fractional share determined pursuant to Section 2.06(3)9.3. The Person in whose name the certificate any certificated Note is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the cash or a combination of cash and Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, principal amount of the Notes being converted pursuant to the provisions hereof and the balance, if any, of such cash or the Fair Market Value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for interest accrued and unpaid through the Principal Amount Conversion Date. Notwithstanding conversion of any Notes, the Holders of the Notes being converted pursuant and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the provisions hereofRegistration Rights Agreement. If a Holder converts more than one Note at the same time, the number cash or the combination of cash and shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it Business Day. Notes in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Notes pursuant to Article VI or VII may be converted only if the notice of exercise is not a legal holidaywithdrawn in accordance with the terms of Section 8.2.” Section 202 Amendment of Section 9.17. Section 9.17 of the Indenture is hereby amended and restated to read as follows:

Conversion Procedures. To convert Notes, a Note a Holder must satisfy --------------------- the requirements in paragraph 9 10 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion ---------- Date”"). As soon as practicable, but in no event later than the fifth Business ---- Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(34.05(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Note on any -------- ------- date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Note, such Person shall no longer be a Holder of such NotesNote. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Voting Stock except as provided in Section 2.07 or as otherwise provided in this Indenture4.06. On conversion of Notesa Note, that portion of Accreted Value (or interest, if the Company has exercised its option pursuant to Section 4.06) attributable to the period from the Issue Date of the Note to the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Notes Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofconverted. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Final Maturity of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Final Maturity to the unconverted portion of the Note surrendered. If the last day on which Notes a Note may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Note may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert NotesSecurities, a Holder must satisfy the requirements in paragraph 9 7 of the NotesSecurities. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of NotesSecurities, that portion of accrued and unpaid interest with respect to the converted Notes Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and the Common Stock (together with the cash payment, if any, in lieu of fractional shares) ), in exchange for the Notes Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, and any Additional Interest in respect of a Security as may be payable to such Holder if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. If a Holder converts more than one Note Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion conversion, if any, shall be based on the total Principal Amount principal amount of the Notes Securities converted. Upon surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note Security in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note Security surrendered. If the last day on which Notes Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli to the effect that the Holder elects so to convert Notesthis Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a Holder must satisfy certificate or certificates evidencing the requirements in paragraph 9 shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the NotesNote on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Gabelli shall, as soon as practicablepracticable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, but in no event later than the fifth Business Day following the Conversion Datedeliver at such office, the Company shall deliver to the Holder, through person or persons entitled thereto (as specified in the Conversion Agentapplicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If this Note is to be converted in part only, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; upon such conversion Gabelli shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and execute deliver to the Holder, at the expense of Xxxxxxx, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an authorized denomination aggregate principal amount equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayprincipal amount of this Note.

Conversion Procedures. To convert NotesIf the Holder elects to exercise its conversion -------------------------- right, a the Holder must satisfy shall surrender this Note at the requirements in paragraph 9 principal executive offices of the Notes. The date on which Company (which, if the Company shall so require, shall be duly endorsed to the Company or in blank, or be accompanied by proper instruments of transfer to the Company or in blank), accompanied by irrevocable written notice to the Company and the Parent to the effect that the Holder satisfies all those requirements is elects so to convert this Note (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion date (the “Conversion Date”are to be issued). As soon as practicable, but in no event later than If the fifth Business Day following the Conversion DateCompany elects to exercise its conversion right, the Company shall deliver send a written notice to the HolderHolder setting forth the procedure for such conversion. The Company may require the Holder to surrender this Note at the executive offices of the Company (which, through if the Conversion AgentCompany shall so require, shall be duly endorsed to the Company or in blank, or be accompanied by proper instruments of transfer to the Company or in blank). The Holder shall notify the Company and the Parent of the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued. In connection with any conversion of the Note, the Company shall, as soon as practicable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the applicable written notice of conversion), a certificate for or certificates evidencing the number of full shares of Common Stock issuable upon the conversion and to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in lieu respect of any fractional fraction of a share determined pursuant to Section 2.06(3)of Common Stock as hereinafter provided. The Person in whose name the certificate is registered Such conversion shall be treated deemed to have been made as a stockholder of record on and after the Conversion Date; provided, however, that no date of such surrender of Notes on any this Note (or, if later, the date when of compliance with such other conditions), and the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons persons entitled to receive the shares of Common Stock deliverable upon such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.2 and in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required, is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3)9.3. Upon conversion, the Company may choose to deliver, in lieu of shares of Common Stock, cash or a combination of cash and shares of Common Stock as set forth in Section 9.17. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 9.6 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) or cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash or the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, Date and the balance, if any, of such Fair Market Value of such cash or Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Additional Amounts in accordance with the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is not a legal holiday Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it Business Day. Notes in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Notes pursuant to Article VI or VII may be converted only if the notice of exercise is not a legal holidaywithdrawn in accordance with the terms of Section 8.2.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 7.02 and in paragraph 9 10 of the Notes. The later of (a) the date on which the Holder satisfies all those requirements with respect to any Notes held by such Holder and (b) the Determination Date with respect to such conversion is referred to herein as the conversion date (the “"Conversion Date”). ." As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the such Holder, through the Conversion Agent, the Principal Return, a certificate for (or a book-entry transfer through the Depositary of) the number of full shares of Common Stock Net Shares issuable upon the conversion conversion, and cash in lieu of any fractional share Net Share, determined pursuant to Section 2.06(3)7.03. The Person in whose name the certificate is any such shares of Common Stock are registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the any shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversionConversion Date, as if the stock transfer books of the Company had not been closed. Upon conversion of NotesNotes by a Holder, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on on, or other distributions with respect to to, any Common Stock Stock, except as provided in Section 2.07 7.06 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest interest, including accrued Contingent Interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, forfeited but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock Principal Return and the Net Shares, if any (together with the cash payment, if any, in lieu of any fractional shares) Net Shares), with respect to such Notes in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock any Net Shares (together with any such cash payment in lieu of any fractional sharesNet Share) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion DateDate and accrued and unpaid Contingent Interest, [and the balance, if any, of such Fair Market Value of such Common Stock Net Shares (and any such cash payment) shall be treated as issued in exchange for the Principal Amount principal amount of the Notes being converted pursuant to the provisions hereof]. If a Holder converts more than one Note at the same time, the Principal Return and the number of shares of Common Stock Net Shares issuable upon the conversion shall be based on the total Principal Amount principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount principal amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notesa Note, a Holder holder must satisfy (a) complete and manually sign the requirements in paragraph 9 Conversion Notice or a facsimile of the NotesConversion Notice on the back of the Note and deliver such notice to the Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment date. In the case of a Global Note, the Conversion Notice shall be completed by a DTC participant on behalf of the beneficial holder. The date date, within the time periods set forth in Section 14.01, on which the Holder holder satisfies all of those requirements is the conversion date (the “Conversion Date”). As soon as practicable, but in no event later than the fifth .” Within two Business Day Days following the Conversion Date, the Company shall deliver to the Holderholder, through the Trustee, written notice of whether such Notes shall be converted into Common Stock or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so pursuant to a notice of redemption pursuant to Section 3.07 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the holder that all of such Notes shall be converted into Common Stock or a combination of cash and Common Stock, the Company shall deliver to the holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of full whole shares of Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional share determined shares pursuant to Section 2.06(3)14.03. Except as otherwise provided in this Article 14, if the Company shall have notified the holder that all or a portion of such Note shall be paid solely in cash, the Company shall deliver to the holder surrendering such Note the amount of cash per Note (or a portion of a Note) equal to the Applicable Stock Price multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the third Business Day following such Conversion Date. Except as otherwise provided in this Article 14, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be treated as deemed to be a stockholder shareholder of record at the close of business on and after the date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date; provided, however, that no surrender of Notes on if any such date is a date when the stock transfer books of the Company are closed, such Person shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares deemed a shareholder of Common Stock upon such conversion record as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day date on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closedare open. Upon In the case of a Principal Value Conversion, a holder will receive, in lieu of Common Stock, cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the principal amount of the Note converted plus accrued interest, as of the Conversion Date. If a holder surrenders its Notes for conversion and it is a Principal Value Conversion, the Company will notify the holder by the second Trading Day following the Conversion Date whether it will pay the principal amount plus accrued interest in cash, Common Stock or a combination of Notescash and Common Stock, such Person shall and in what percentage. Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of (x) the Conversion Price on the Conversion Date and (y) the Applicable Stock Price as of the conversion date. The Company will pay any portion of the principal amount plus accrued interest to be paid in cash and deliver Common Stock with respect to any portion of the principal amount plus accrued and unpaid interest to be paid in Common Stock no longer be a Holder later than the third Business Day following the determination of such Notesthe Applicable Stock Price. No payment or adjustment shall be made for dividends on on, or other distributions with respect to to, any Common Stock except as provided in Section 2.07 or as otherwise provided in this IndentureArticle. On conversion of Notesa Note, except for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date, in which case the holder on such record date shall receive the interest payable on such interest payment date, that portion of accrued and unpaid interest with respect on the converted Note attributable to the converted Notes period from the most recent interest payment date (or, if no interest payment date has occurred, from the Issue Date) through the Conversion Date shall not be canceledcancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) ), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) ), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid interest accrued through the Conversion Date, Date and the balance, if any, of such Fair Market Value fair market value of such Common Stock (and any such cash payment) ), or cash in lieu thereof, shall be treated as issued in exchange for the Principal Amount principal amount of the Notes Note being converted pursuant to the provisions hereof. If a Holder holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount aggregate principal amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holderholder, a new Note in an authorized denomination equal in Principal Amount principal amount to the principal amount of the unconverted portion of the Note surrendered. If Notes or portions thereof surrendered for conversion during the last day period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such interest payment date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of business on a record date to the close of business on the Business Day immediately preceding the interest payment date to which such record date relates, (2) the Company has specified a Fundamental Change Redemption Date during such period or (3) only to the extent of overdue interest, any overdue interest exists on the Conversion Date with respect to the Notes may be converted is a legal holiday converted. The holders’ rights to convert Notes into Common Stock are subject to the Company’s right to elect instead to pay each such holder the amount of cash determined pursuant to this Article (or an equivalent amount in a place where combination of cash and shares of Common Stock), in lieu of delivering such Common Stock; provided, however, that if an Event of Default (other than a Conversion Agent is locateddefault in a cash payment upon conversion of the Notes) shall have occurred and be continuing, the Company shall deliver Common Stock in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 14.02 to the effect that the Notes may would be surrendered to that Conversion Agent on the next succeeding day that it is not paid in cash or a legal holidaycombination of cash and Common Stock.

Conversion Procedures. To convert NotesThe Common Shares (or other shares, a Holder must satisfy securities or property) into which the requirements outstanding shares of Series C Preferred Stock are convertible as computed in paragraph 9 this Subsection 9(d)(iii) shall, promptly after delivery to the Corporation of written notice of any conversion election, or promptly after the occurrence of any Automatic Conversion Event, and upon surrender to the Corporation of the Notes. The date on which certificates representing the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As Series C Preferred Stock to be converted, duly endorsed in blank or accompanied by signed instruments appropriate for transfer, be issued and delivered as soon as practicablepracticable to the holders of Series C Preferred Stock in due and proper form, but in no event later than and shall be fully paid and nonassessable; as to any portion of the fifth Business Day following the Conversion Dateshares so surrendered which are not subject to such conversion election, the Company Corporation shall deliver promptly issue to the Holder, through the Conversion Agent, holder thereof a certificate for the number of full shares of Common Stock issuable upon the conversion in due and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive proper form representing the shares of Common Series C Preferred Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender which have not been so converted. Conversion shall be effective deemed to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes have been made at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at date the Conversion Rate in effect holder gave notice to the Corporation, or on the date that such Notes shall have been surrendered for conversionthe Corporation's Board of Directors elected to declare an Automatic Conversion Event, as if the stock transfer books irrespective of the Company had not been closed. Upon conversion of Notesdate on which such surrender or issuance may occur, such Person shall no longer be a Holder and as of such Noteselection date each such holder shall be deemed to have become the record holder of such respective number of Common Shares (or other shares, securities or property), and the Series C Preferred Stock so converted shall be deemed forthwith cancelled and shall not thereafter be deemed authorized or subject to reissuance. No payment or adjustment shall be made for in the number of Common Shares issuable upon conversion to reflect declared, but unpaid, dividends on or other distributions with respect to any Common Stock except Series C Preferred Stock, but such dividends for which the payment date has passed shall be paid in cash as provided in Section 2.07 or as otherwise provided in this Indenture. On of the date of conversion of Notes, that portion the shares of accrued interest with respect Series C Preferred Stock as to the converted Notes which they are owing. The Corporation shall not be canceledrequired to issue any fraction of Common Shares upon conversion of Series C Preferred Stock; if any fraction of Common Shares would, extinguished or forfeitedexcept for the foregoing clause, but rather be issuable to any holder on the conversion of Series C Preferred Stock, the Corporation shall be deemed pay to be paid each holder of such converted Series C Preferred Stock an amount in full cash equal to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value then current fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayinterest.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). As soon promptly as practicable, but in no event later than the fifth Business Day following practicable after the Conversion Date, the Company shall deliver provide written notice of the conversion to the Holder, through each holder of Preferred Stock stating the Conversion Agent, a certificate for Date and the number of full shares of Common Class A common stock issued upon conversion of each share of Preferred Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder held of record on by such holder and after subject to conversion. Immediately upon conversion, the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books rights of the Company holder of Preferred Stock with respect to the shares of Preferred Stock so converted shall be closed shall be effective to constitute cease and the Person or Persons persons entitled to receive the shares of Common Stock Class A common stock upon such the conversion as the record holder or holders of such shares of Common Preferred Stock on such date, but such surrender shall be effective to constitute treated for all purposes as having become the Person or Persons entitled to receive record and beneficial owners of such shares of Common Class A common stock. In the event that a holder of Preferred Stock as shall not by written notice designate the record holder or holders thereof for all purposes at the close name in which shares of business on the next succeeding day on which such Class A common stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversionand/or cash, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on securities or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion property (including payments of Notes, that portion of accrued interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) to be issued or paid upon conversion of shares of Preferred Stock should be registered or paid or the manner in exchange for which such shares should be delivered, the Notes being converted pursuant Company shall be entitled to the provisions hereofregister and deliver such shares, and make such payment, in the Fair Market Value name of such holder and in the manner shown on the records of the Company. The Company shall not be required to reserve or keep available, out of its authorized but unissued shares of Common Stock (together with any such cash payment in lieu Class A common stock, or to have sufficient authorized shares of fractional shares) shall be treated as issued, Class A common stock to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same timecover, the number of shares of Common Stock issuable upon Class A common stock that would be required to effect the conversion of all of the then-outstanding shares of Preferred Stock prior to the approval of the common stock amendment. All shares of Class A common stock which may be issued upon conversion of the shares of Preferred Stock will, upon issuance by the Company, be validly issued, fully paid and non-assessable. Effective immediately prior to the Conversion Date, dividends shall no longer be based declared on the total Principal Amount shares of the Notes converted. Upon surrender Preferred Stock and such shares of a Note that is converted Preferred Stock shall cease to be outstanding, in parteach case, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver subject to the Holder, a new Note rights of holders of Preferred Stock to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled to as further described herein and in an authorized denomination equal in Principal Amount to the unconverted portion Certificate of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holidayDesignations.

Conversion Procedures. To convert Notes, a Note a Holder must satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder of Notes satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash Cash in lieu of any fractional share determined pursuant to Section 2.06(34.05(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notesa Note, such Person shall no longer be a Holder of such NotesNote. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture4.06. On conversion of Notesa Note, that portion of Accreted Value (or interest, if the Company has exercised its option to convert the Notes to Cash Pay Notes pursuant to Section 4.08) attributable to the period from the Issue Date of the Note to the Conversion Date and accrued contingent interest with respect to the converted Notes Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full (except as contemplated in paragraph 10 of the Notes) to the Holder thereof through delivery of the Common Stock (together with the cash Cash payment, if any, in lieu of fractional shares) in exchange for the Notes Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereofconverted. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount (or the Restated Principal Amount, if applicable) to the unconverted portion of the Note surrendered. If the last day on which Notes a Note may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes Note may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in paragraph 9 10 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (the “"Conversion Date”"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 2.06(3). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 2.07 or as otherwise provided in this Indenture. On conversion of Notes, that portion of accrued interest including accrued contingent interest with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Notes being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion DateDate and accrued and unpaid contingent interest, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Notes being converted pursuant to the provisions hereof. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Note surrendered. If the last day on which Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.