Common use of Early Conversion at the Option of the Holder Clause in Contracts

Early Conversion at the Option of the Holder. (a) Other than during a Cash Acquisition Conversion Period, the Notes are convertible, in whole or in part, at the option of the Holder thereof (“Early Conversion”) at any time prior to maturity, into ADSs at the Minimum Conversion Rate. (b) Upon receipt by the Trustee of a completed and duly executed notice of conversion as set forth in Section 2.6, compliance with Sections 2.4(d) and 2.6(b), if applicable, and surrender of a certificate representing the Notes to be converted (if held in certificated form), the Company or CVRD shall, within three Business Days or as soon as possible thereafter, deliver and shall instruct the ADS Depositary to register the number of ADSs to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversion. If a Holder elects to hold its ADSs deliverable upon conversion of the Notes in certificated form, the Company shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversion, a certificate or certificates representing the number of ADSs to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing the Notes, only part of which are to be converted, the Company shall deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of ADSs that shall not have been converted. (c) The delivery by the Company of ADSs upon a conversion of Notes in accordance with the terms hereof shall be deemed effective immediately prior to the close of business on the day (the “Early Conversion Date”) of receipt by the Trustee of the notice of conversion and other documents, if any, set forth in Section 2.6(b) hereof, compliance with Section 2.4(d), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the Notes to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Company (or accompanied by duly executed bond powers relating thereto). (d) Upon Early Conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of its obligation to convert the Notes into ADSs in accordance with this Section 2.4 shall be deemed to satisfy its obligation to pay the principal amount of the Notes that are converted and accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date in respect of such Notes. As a result, accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date or a record date for the payment of Additional Interest, holders of such Notes as of the close of business on such record date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date or payment date for the Additional Interest notwithstanding the conversion. Notes surrendered for Early Conversion during the period from the close of business on any such record date to the opening of business on the corresponding payment date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted. Except as provided above, no payment or adjustment will be made for accrued interest from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date on Notes that are the subject of an Early Conversion.

Early Conversion at the Option of the Holder. (a) Other than during a Cash Acquisition Conversion Period, the Notes are convertible, in whole or in part, at the option of the Holder thereof (“Early Conversion”) at any time prior to maturity, into ADSs at the Minimum Conversion Rate. (b) Upon receipt by the Trustee of a completed and duly executed notice of conversion as set forth in Section 2.6, compliance with Sections 2.4(d) and 2.6(b), if applicable, and surrender of a certificate representing the Notes to be converted (if held in certificated form), the Company or CVRD Vale shall, within three Business Days or as soon as possible thereafter, deliver and shall instruct the ADS Depositary to register the number of ADSs to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversion. If a Holder elects to hold its ADSs deliverable upon conversion of the Notes in certificated form, the Company shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversion, a certificate or certificates representing the number of ADSs to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing the Notes, only part of which are to be converted, the Company shall deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of ADSs that shall not have been converted. (c) The delivery by the Company of ADSs upon a conversion of Notes in accordance with the terms hereof shall be deemed effective immediately prior to the close of business on the day (the “Early Conversion Date”) of receipt by the Trustee of the notice of conversion and other documents, if any, set forth in Section 2.6(b) hereof, compliance with Section 2.4(d), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the Notes to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Company (or accompanied by duly executed bond powers relating thereto). (d) Upon Early Conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest and Additional InterestRemuneration, if any, except as set forth below. The Company’s settlement of its obligation to convert the Notes into ADSs in accordance with this Section 2.4 shall be deemed to satisfy its obligation to pay the principal amount of the Notes that are converted and accrued and unpaid interest and Additional InterestRemuneration, if any, from the Interest Payment Date or the payment date for Additional Interest Remuneration preceding the Early Conversion Date in respect of such Notes. As a result, accrued and unpaid interest and Additional InterestRemuneration, if any, from the Interest Payment Date or the payment date for Additional Interest Remuneration preceding the Early Conversion Date to, but not including, the Early Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date or a record date for the payment of Additional InterestRemuneration, holders of such Notes as of the close of business on such record date will receive the interest and Additional InterestRemuneration, if any, payable on such Notes on the corresponding Interest Payment Date or payment date for the Additional Interest Remuneration notwithstanding the conversion. Notes surrendered for Early Conversion during the period from the close of business on any such record date to the opening of business on the corresponding payment date must be accompanied by payment of an amount equal to the interest and Additional InterestRemuneration, if any, payable on the Notes so converted. Except as provided above, no payment or adjustment will be made for accrued interest from the Interest Payment Date or the payment date for Additional Interest Remuneration preceding the Early Conversion Date to, but not including, the Early Conversion Date on Notes that are the subject of an Early Conversion.

Early Conversion at the Option of the Holder. (a) Other than during a Cash Acquisition Conversion Period, Shares of the Notes Convertible Preferred Stock are convertible, in whole or in part, at the option of the Holder thereof (“Early Conversion”) at any time prior to maturitythe Mandatory Conversion Date, into ADSs shares of Common Stock at the Minimum Conversion Rate, subject to adjustment as set forth in Section 13 hereof. (b) Any written notice of conversion (“Conversion Notice”) pursuant to this Section 9 shall be duly executed by the Holder, and specify: (i) the number of shares of Convertible Preferred Stock to be converted; (ii) the name(s) in which such Holder desires the shares of Common Stock issuable upon conversion to be registered and whether such shares of Common Stock are to be issued in book-entry or certificated form (subject to compliance with applicable legal requirements if any of such certificates are to be issued in a name other than the name of the Holder); (iii) if certificates are to be issued, the address to which such Holder wishes delivery to be made of such new certificates to be issued upon such conversion; and (iv) any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion. (c) If specified by the Holder in the Conversion Notice that shares of Common Stock issuable upon conversion of the Convertible Preferred Stock shall be issued to a person other than the Holder surrendering the shares of Convertible Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. (d) Upon receipt by the Trustee Transfer Agent of a completed and duly executed notice of conversion as set forth in Section 2.6Conversion Notice , compliance with Sections 2.4(d) and 2.6(bSection 9(c), if applicable, and surrender of a certificate representing the Notes share(s) of Convertible Preferred Stock to be converted (if held in certificated form), the Company or CVRD Corporation shall, within three Business Days or as soon as possible thereafter, deliver issue and shall instruct the ADS Depositary Transfer Agent to register the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversion. If a Holder elects to hold its ADSs deliverable shares of Common Stock issuable upon conversion of the Notes Convertible Preferred Stock in certificated form, the Company Corporation shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversionConversion Notice, a certificate or certificates representing the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing the Notesshares of Convertible Preferred Stock, only part of which are to be converted, the Company Corporation shall issue and deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of ADSs shares of Convertible Preferred Stock that shall not have been converted. (ce) The delivery issuance by the Company Corporation of ADSs shares of Common Stock upon a conversion of Notes shares of Convertible Preferred Stock in respect of the Liquidation Preference of such shares in accordance with the terms hereof shall be deemed effective immediately prior to the close of business on the day (the “Early Conversion Date”) of receipt by the Trustee Transfer Agent of the notice of conversion Conversion Notice and other documents, if any, set forth in Section 2.6(b9(b) hereof, compliance with Section 2.4(d9(c), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the Notes shares of Convertible Preferred Stock to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Company Corporation (or accompanied by duly executed bond stock powers relating thereto). (d) Upon Early Conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of its obligation to convert the Notes into ADSs in accordance with this Section 2.4 shall be deemed to satisfy its obligation to pay the principal amount of the Notes that are converted and accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date in respect of such Notes. As a result, accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date or a record date for the payment of Additional Interest, holders of such Notes as of the close of business on such record date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date or payment date for the Additional Interest notwithstanding the conversion. Notes surrendered for Early Conversion during the period from the close of business on any such record date to the opening of business on the corresponding payment date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted. Except as provided above, no payment or adjustment will be made for accrued interest from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date on Notes that are the subject of an Early Conversion.

Early Conversion at the Option of the Holder. (a) Other than during a Cash Acquisition Subject to Sections 9(f) and 9(g), beginning from the Optional Convertibility Inception Date until the Mandatory Conversion PeriodDate, shares of the Notes Series A Preferred Stock are convertible, in whole or in part, part (unless previously converted at the option of the Holder thereof (“Early Conversion”) at any time prior pursuant to maturitya notice delivered in accordance with Section 9(b)), on the Optional Conversion Date into ADSs shares of Common Stock at the Minimum Conversion Rate. (b) Any written notice of conversion (“Conversion Notice”) pursuant to this Section 9 shall be duly executed by the Holder, and specify: (i) the number of shares of Series A Preferred Stock to be converted; (ii) the name(s) in which such Holder desires the shares of Common Stock issuable upon conversion to be registered and whether such shares of Common Stock are to be issued in book-entry or certificated form (subject to compliance with applicable legal requirements if any of such certificates are to be issued in a name other than the name of the Holder); (iii) if certificates are to be issued, the address to which such Holder wishes delivery to be made of such new certificates to be issued upon such conversion; and (iv) any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion. (c) If specified by the Holder in the Conversion Notice that shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series A Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. (d) Upon receipt by the Trustee Transfer Agent of a completed and duly executed notice of conversion as set forth Conversion Notice, payment in Section 2.6, compliance with Sections 2.4(d) and 2.6(bSection 9(c), if applicable, and surrender of a certificate representing the Notes share(s) of Series A Preferred Stock to be converted (if held in certificated form), the Company or CVRD shall, within three Business Days or as soon as possible thereafter, deliver issue and shall instruct the ADS Depositary Transfer Agent to register the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversionConversion Notice. If a Holder elects to hold its ADSs deliverable shares of Common Stock issuable upon conversion of the Notes Series A Preferred Stock in certificated form, the Company shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversionConversion Notice, a certificate or certificates representing the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing the Notesshares of Series A Preferred Stock, only part of which are to be converted, the Company shall issue and deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of ADSs shares of Series A Preferred Stock that shall not have been converted. (ce) The delivery issuance by the Company of ADSs shares of Common Stock upon a conversion of Notes in accordance with the terms hereof shares of Series A Preferred Stock pursuant to this Section 9 shall be deemed effective immediately prior to the close of business on the day (the “Early Optional Conversion Date”) of receipt by the Trustee Transfer Agent of the notice of conversion Conversion Notice and other documents, if any, set forth in Section 2.6(b) hereof9(b), payment in compliance with Section 2.4(d9(c), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the Notes shares of Series A Preferred Stock to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Company (or accompanied by duly executed bond stock powers relating thereto). (df) Upon Early ConversionNotwithstanding anything to the contrary in this Certificate of Designations, a Holder will not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of its obligation no conversion pursuant to convert the Notes into ADSs in accordance with this Section 2.4 9 with respect to shares of the Series A Preferred Stock of any Holder shall occur unless, with respect to such Holder, the Applicable Regulatory Approval has been obtained and remains in effect. (g) Notwithstanding anything to the contrary in this Certificate of Designations, no conversion pursuant to this Section 9 with respect to shares of Series A Preferred Stock held by any Holder shall be deemed permitted to satisfy the extent such conversion would result in such Holder owning, together with its obligation to pay Affiliates, more than 14.9% (or, in the principal amount cases of Castle Creek and Patriot only, 19.9%) of the Notes that outstanding shares of Common Stock after giving effect to such conversion. Those shares of Series A Preferred Stock which are converted and accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date in respect of such Notes. As a result, accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date shall be deemed convertible pursuant to be paid in full rather than canceled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date or a record date for the payment of Additional Interest, holders of such Notes as of the close of business on such record date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date or payment date for the Additional Interest notwithstanding the conversion. Notes surrendered for Early Conversion during the period from the close of business on any such record date to the opening of business on the corresponding payment date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted. Except as provided above, no payment or adjustment will be made for accrued interest from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date on Notes that are the subject of an Early Conversionsentence shall remain outstanding.

Early Conversion at the Option of the Holder. (a) Other than during a Cash Acquisition Subject to Sections 9(f) and 9(g), beginning from the Optional Convertibility Inception Date until the Mandatory Conversion PeriodDate, shares of the Notes Series A Preferred Stock are convertible, in whole or in part, part (unless previously converted at the option of the Holder thereof (“Early Conversion”) at any time prior pursuant to maturitya notice delivered in accordance with Section 9(b)), on the Optional Conversion Date into ADSs shares of Common Stock at the Minimum Conversion Rate. (b) Any written notice of conversion (“Conversion Notice”) pursuant to this Section 9 shall be duly executed by the Holder, and specify: (i) the number of shares of Series A Preferred Stock to be converted; (ii) the name(s) in which such Holder desires the shares of Common Stock issuable upon conversion to be registered and whether such shares of Common Stock are to be issued in book-entry or certificated form (subject to compliance with applicable legal requirements if any of such certificates are to be issued in a name other than the name of the Holder); (iii) if certificates are to be issued, the address to which such Holder wishes delivery to be made of such new certificates to be issued upon such conversion; and (iv) any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion. (c) If specified by the Holder in the Conversion Notice that shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series A Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. (d) Upon receipt by the Trustee Transfer Agent of a completed and duly executed notice of conversion as set forth Conversion Notice, payment in Section 2.6, compliance with Sections 2.4(d) and 2.6(bSection 9(c), if applicable, and surrender of a certificate representing the Notes share(s) of Series A Preferred Stock to be converted (if held in certificated form), the Company or CVRD shall, within three Business Days or as soon as possible thereafter, deliver issue and shall instruct the ADS Depositary Transfer Agent to register the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversionConversion Notice. If a Holder elects to hold its ADSs deliverable shares of Common Stock issuable upon conversion of the Notes Series A Preferred Stock in certificated form, the Company shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversionConversion Notice, a certificate or certificates representing the number of ADSs shares of Common Stock to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing the Notesshares of Series A Preferred Stock, only part of which are to be converted, the Company shall issue and deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of ADSs shares of Series A Preferred Stock that shall not have been converted. (ce) The delivery issuance by the Company of ADSs shares of Common Stock upon a conversion of Notes in accordance with the terms hereof shares of Series A Preferred Stock pursuant to this Section 9 shall be deemed effective immediately prior to the close of business on the day (the “Early Optional Conversion Date”) of receipt by the Trustee Transfer Agent of the notice of conversion Conversion Notice and other documents, if any, set forth in Section 2.6(b) hereof9(b), payment in compliance with Section 2.4(d9(c), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the Notes shares of Series A Preferred Stock to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Company (or accompanied by duly executed bond stock powers relating thereto). (df) Upon Early ConversionNotwithstanding anything to the contrary in this Certificate of Designations, no conversion pursuant to this Section 9 with respect to shares of the Series A Preferred Stock of any Holder shall occur unless, with respect to such Holder, the Applicable Regulatory Approval has been obtained and remains in effect. (g) Notwithstanding anything to the contrary in this Certificate of Designations, no conversion pursuant to this Section 9 with respect to shares of Series A Preferred Stock held by any Holder shall be permitted to the extent such conversion would result in such Holder owning, together with its Affiliates, more than 14.9% (or, in the cases of Castle Creek and Patriot only, 19.9%) of the outstanding shares of Common Stock after giving effect to such conversion. Those shares of Series A Preferred Stock which are not convertible pursuant to the preceding sentence shall remain outstanding. (h) In the event that, as a result of the payment or potential payment of any PIK Dividend contemplated by Section 4(a)(i)(B) or the application of the proviso contained in the definition of Conversion Price, the shares of Series A Preferred Stock held by any Holder and its Affiliates would represent upon conversion more than 14.9% (or, in the cases of Castle Creek and Patriot only, 19.9%) of the outstanding shares of Common Stock after giving effect to such conversion and taking into consideration any shares of Common Stock otherwise beneficially owned by such Holder or any of its Affiliates (the number of shares of Series A Preferred Stock representing shares of Common Stock upon conversion in excess of such percentage, the “Excess Shares”), then for all purposes of Section 8 and this Section 9 such Excess Shares shall be convertible into a number of shares of Non-Voting Common Stock or, if at such time the Company is not authorized pursuant to the Certificate of Incorporation to issue shares of Non-Voting Common Stock, a Holder will not receive number of shares of Series B Preferred Stock in each case equivalent to the number of shares of Common Stock into which such Excess Shares would otherwise have been convertible (including, without limitation, taking into account any separate cash payment for accrued and unpaid interest and Additional Interestadjustments to such number of shares of Common Stock that would have been issuable in respect of the Excess Shares required by Section 13). In such event, if any, except as set forth below. The Company’s settlement of its obligation to convert the Notes into ADSs (i) each reference in accordance with Section 8 or this Section 2.4 9 to shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be deemed a reference to satisfy its obligation to pay the principal amount applicable Conversion Security and (ii) for purposes of the Notes that are converted and accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date adjustment provisions in respect of such Notes. As a result, accrued and unpaid interest and Additional Interest, if any, from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not includingSection 13, the Early Conversion Date number of shares of Common Stock outstanding at any given point of time shall be deemed to be paid in full rather than canceled, extinguished include the number of shares of Non-Voting Common Stock or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date or a record date for the payment of Additional Interest, holders of such Notes as of the close of business on such record date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date or payment date for the Additional Interest notwithstanding the conversion. Notes surrendered for Early Conversion during the period from the close of business on any such record date to the opening of business on the corresponding payment date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted. Except as provided above, no payment or adjustment will be made for accrued interest from the Interest Payment Date or the payment date for Additional Interest preceding the Early Conversion Date to, but not including, the Early Conversion Date on Notes that are the subject of an Early ConversionSeries B Preferred Stock then outstanding.