Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 9 applies to any event or occurrence, Section 14.05 4 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as an entirety or substantially as an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note the Securities of a series then outstanding shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his or her rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“Non"non-electing share”"), then then, for the purposes of this Section 12.06, the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XII. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, Securities at its his or her address appearing on the Security Register provided of holders for in Section 4.02 of this Indenture, that purpose within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.06 applies to any event or occurrence, Section 14.05 12.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 9 applies to any event or occurrence, Section 14.05 4 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stock, other securities a subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger merger, statutory exchange or combination of the Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or Company, the successor or purchasing Person, as the case may be, Person and each Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall execute with the Trustee a supplemental indenture (in form satisfactory and deliver to the Trustee) Holder a written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 8 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets, upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant, the Purchase Agreement and the Registration Rights Agreement, and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other Person and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 8 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 8 applies to any event or occurrence, Section 14.05 5 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely Company: (ia) any reclassification reclassifies or change of changes the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination to which Section 14.05(c) applies) as a result of which a subdivision or combination), or (b) consolidates or merges with or into another Person, or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of the Company’s assets, including those of the Company’s Subsidiaries taken as a whole, to any other Person or Persons, and, in either case, holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to cash or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cashthereof) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture under Section 13.01 (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to the Trusteeso comply) providing that from and after the effective date of such transaction each Note shall be such Security shall, without the consent of any Holders of Securities, become convertible into the kind and amount of (including payments in shares of stockCommon Stock made in respect of the Additional Amount and the Coupon Make Whole Payments upon conversion described in Sections 6.07, other securities or other property or assets 6.08 and 6.11), in lieu of the Common Stock otherwise deliverable, the same type (including cashin the same proportion and without regard to any limitations on conversion described in Section 6.17) receivable upon of the consideration received by the holders of Common Stock in such reclassification, change, consolidation, merger, combinationsale, sale lease, transfer, conveyance or conveyance other disposition (such consideration, the “Reference Property”). Appropriate provisions will be made, as determined in good faith by the Company’s Board of Directors, to preserve the value, and give effect to the intent of, the Additional Amount and the Coupon Make Whole Payment provisions set forth in Sections 6.07, 6.08 and 6.11 following such transaction and without regard to any limitations on conversion described in Section 6.17. If such transaction causes Common Stock to be converted into the right to receive more than a holder single type of a number consideration (determined based in part upon any form of stockholder election), the Reference Property into which Securities will become convertible (including payment in shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as made with respect to the kind or amount of stock, other securities or other property or assets (including cashAdditional Amount and the Coupon Make Whole Payments upon conversion) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share of consideration elected to be received by a majority of shares of Common Stock voting for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock voting for such an election (if electing between more than two types of consideration), as the Non-electing shares)case may be, and without regard to any limitations on conversion described in Section 6.17. The occurrence of an event described in clause (a) or (b) of the first sentence of this Section 6.05 that results in an adjustment to the consideration into which the Securities become convertible pursuant to the terms of this Section 6.05 shall not result in an adjustment to the Conversion Rate pursuant to Section 6.04. The Company may not become a party to any such transaction unless its terms are consistent with the foregoing in all material respects. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 6, as determined in good faith by the Company or successor or purchasing corporation. The amount of cash and any Reference Property a Holder receives upon conversion will be based on the conversion value of the Reference Property and the Applicable Conversion Rate, as described above. If, in the case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, the stock or other securities and assets received thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 6. The Company shall cause notice of the execution of such supplemental indenture to be mailed or delivered to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Securities maintained by the Registrar, within twenty (20) 20 calendar days after execution thereof. Simultaneously with providing such notice, the Company shall announce through a reputable national newswire in the United States the relevant information and make this information available on the Company Website. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationssales, sales and conveyances. If this Section applies to any event leases, transfers, conveyances or occurrence, Section 14.05 shall not applyother dispositions.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing "nonelecting share”")), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or to or from no par value, as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iiiii) any consolidation, merger sale or combination conveyance of the properties and assets of the Company with another Person as, or substantially as, an entirety (determined on a consolidated basis) to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note the Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 14.7 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XIV. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 of this Indenture2.5, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 14.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c16.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 16. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Note Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or occurrence, Section 14.05 16.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the case of the following events occur, namely (ia) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) changes resulting from a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (iib) any consolidation, merger or combination of or similar transaction involving the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockCompany, other securities (c) any sale, lease or other property or assets (including cash) with respect transfer to or in exchange for such Common Stock, or (iii) any sale or conveyance a third party of all or substantially all of the properties and consolidated assets of the Company to and its Subsidiaries, or (d) any other Person statutory share exchange, in each case, as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities or securities, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for (any such Common Stockevent, then a “Merger Event”), then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory permitted under Section 14.01 providing for the right to convert the Trustee) providing that each Note shall be convertible Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon conversion such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of such consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes (assuming, for such purposes, a sufficient number will be convertible will be deemed to be the weighted average of authorized the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are available consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert all such Notes) immediately prior the Notes has been changed into the right to such reclassificationconvert into, changeor exchange for, consolidationReference Property. If, mergerin the case of any Merger Event, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount Reference Property includes shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon of a Person other than the successor or purchasing corporation, as the case may be, in such reclassificationMerger Event, changethen such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, consolidationthe Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, merger, combination, sale or conveyance (provided that, if the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon that will comprise a unit of Reference Property after any such reclassificationMerger Event, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in any adjustment to be made with respect of which such rights of election shall not thereto and that all conditions precedent have been exercised (“Non-electing share”)complied with, then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed promptly deliver notice thereof to be the kind and amount so receivable per share by a plurality of the Non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Articleall Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.5(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each such Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely namely: (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger statutory exchange or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, , (iiiii) any transaction or event in connection with which all or substantially all the Common Stock (or Other Securities) shall be exchanged for, converted into, acquired for or constitute the right to receive securities of any other Person (whether by means of a Tender Offer, liquidation, consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockmerger, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockshare exchange, combination, reclassification, recapitalization, or otherwise), or (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture written agreement providing that: (in form satisfactory x) this Warrant shall thereafter entitle the Holder to the Trustee) providing that each Note shall be convertible into purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 4 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant, and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other Person and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyforegoing.

Effect of Reclassification, Consolidation, Merger or Sale. If any (a) Upon the occurrence of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 2.1), (ii) any consolidation, merger, sale of all or substantially all of the Company's assets (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other Person), or (iii) a binding share exchange which Section 14.05(c) applies) reclassifies or changes the outstanding shares of Common Stock, in each case as a result of which the holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (any such event, (ii) any consolidationa “Merger Event”), merger or combination then at the effective time of the Company with another Person as Merger Event, the right to exercise this Warrant will be changed into a result of which holders of Common Stock shall be entitled right to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note shall be convertible exercise this Warrant into the kind type and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) this Warrant immediately prior to such reclassification, change, consolidation, merger, combination, sale Merger Event would have owned or conveyance assuming been entitled to receive (the “Reference Property”) upon such holder of Merger Event. If the Merger event causes the Common Stock did not exercise such holder’s rights to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable Reference Property to be received upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall exercise will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing sharestypes and amounts of Reference Property to be received by the holders of Common Stock that affirmatively make such election). Such supplemental indenture . (b) If the Company consummates a Merger Event, the Company shall promptly provide for adjustments which shall be as nearly equivalent as may be practicable notice to the adjustments provided for in this Article. The Company shall cause notice Holder briefly describing the Merger Event and stating the type or amount of cash, securities, property or other assets that will comprise the execution of Reference Property after any such supplemental indenture Merger Event and any adjustment to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty made with respect thereto. (20c) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the case of the following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) changes resulting from a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company with another Person and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities or securities, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for (any such Common Stockevent, or (iii) any sale or conveyance of all or substantially all a “Merger Event”), then, at the effective time of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stockMerger Event, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcompany, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory permitted under Section 13.01 providing for the right to the Trustee) providing that convert each Note shall be convertible $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon conversion such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of such consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be (assuming, for such purposes, a sufficient number i) the weighted average of authorized the types and amounts of consideration received by the holders of shares of Common Stock are available to convert all that affirmatively make such Notesan election or (ii) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder if no holders of Common Stock did not exercise affirmatively make such holder’s rights of an election, if any, as the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average (with a copy to the kind or amount of stock, other securities or other property or assets (including cashTrustee and Conversion Agent) receivable upon as soon as practicable after such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance determination is not the same for each share of Common Stock in respect of which such rights of election made. The Company shall not have been exercised (“Non-electing share”), then for become a party to any Merger Event unless its terms are consistent with the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Articleforegoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this Indenturethe Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section 14.05 6.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 9 applies to any event or occurrence, Section 14.05 4 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely Company is a party to (i1) any reclassification or change of the outstanding shares of Common Stock a transaction subject to 5.01 (other than (x) a subdivision or combination to which Section 14.05(c) applies) as sale of substantially all of the assets of the Company in a result of transaction in which holders of Common Stock shall be entitled immediately prior to such transaction do not receive stocksecurities, other securities cash or other property assets of the Issuer or assets any other person) or (including cash2) with respect to or in a merger or binding share exchange for such which reclassifies or changes its outstanding Common Stock, (ii) any consolidationthe person obligated to deliver securities, merger cash or combination other assets upon conversion of the Company with another Person as a result of which holders of Common Stock Notes shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee enter into a supplemental indenture (and if the issuer of securities deliverable upon conversion of the Notes is an Affiliate of the successor Issuer, that issuer shall join in form satisfactory such supplemental indenture) with the Trustee (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note such Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of had such Notes been converted into Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s its rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"Non-electing share”Electing Share"), then for the purposes of this Section 10.11 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each Non-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Issuer shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.01 hereof. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureNote Register, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 10.11 applies to any event or occurrence, neither Section 14.05 10.04(a) nor Section 10.04(b) hereof applies. If the Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of the Company that, but for the provisions of the last paragraph of Section 10.04(c)(iii), would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 10.04(c), then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture shall not applyupon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (iiiii) any consolidationstatutory exchange, merger or combination of the Company with another Person as a result of which holders of Common Stock generally shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (such transaction, or a "Statutory Exchange"), (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee Warrant Agent a supplemental indenture (in form satisfactory to the Trustee) warrant agreement providing that each Note such Warrant shall be convertible into exercisable for the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert for issuance upon exercise of all such NotesWarrants) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 13 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 12. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such supplemental warrant agreement shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holders of the Warrants as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall cause notice of the execution of such supplemental indenture warrant agreement to be mailed to each holder of NotesWarrants, at its such holder's address appearing on the Security Register Warrant register provided for in Section 4.02 6 of this IndentureWarrant agreement, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenturewarrant agreement. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 13 applies to any event or occurrence, Section 14.05 12 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of (a) Upon the following events occur, namely occurrence of: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination for which an adjustment is provided pursuant to which Section 14.05(c10.05); (ii) appliesany consolidation, merger, or combination involving the Company; (iii) any sale, lease or other transfer to another Person of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities or securities, other property or assets (including cashcash or any combination thereof) with respect (any such event, a “Merger Event,” any such stock, other securities, other property or assets, “Reference Property,” and the kind and amount of Reference Property that a holder of one share of Common Stock immediately prior to or the effective date of such Merger Event would have been entitled to receive in exchange for such Common Stock, (ii) any consolidation, merger or combination the applicable Merger Event a “Unit of the Company with another Person Reference Property”; provided that if as a result of which the applicable Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then each Unit of Reference Property will be deemed to be the per-share of Common Stock weighted average of the types and amounts of Reference Property received by the holders of Common Stock shall that affirmatively make such an election) then, at the effective time of such Merger Event, (A) the right to convert each $1,000 principal amount of Notes based on a number of shares of the Common Stock equal to the applicable Conversion Rate will, without the consent of the Holders, be entitled changed into a right to receive stockconvert each $1,000 principal amount of Notes based on a number of Units of Reference Property equal to the applicable Conversion Rate and, other securities or other property or assets (including cashB) with respect prior to or in exchange for at the effective time of such Common StockMerger Event, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that for such change in the right to convert each Note shall be convertible into the kind and $1,000 principal amount of shares Notes; provided, however, that (w) any amount payable in cash upon conversion of stockthe Notes in accordance with Sections 10.03 and 10.07 hereof shall continue to be payable in cash, other securities or other property or assets (including cashx) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a the number of shares of Common Stock issuable that the Company would have been required to deliver upon conversion of such the Notes in accordance with Sections 10.03 and 10.07 hereof shall instead be deliverable in Units of Reference Property and (assumingy) the Daily VWAP and the Last Reported Sale Price will, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount extent reasonably possible, be calculated based on the value of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if a Unit of Reference Property and the kind or amount definitions of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not Trading Day and Market Disruption Event shall be determined by reference to the same for each share components of Common Stock in respect a Unit of which such rights of election Reference Property. The Company shall not have been exercised (“Non-electing share”), then for the purposes of become a party to any Merger Event unless its terms are consistent with this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares)10.06. Such The supplemental indenture described in clause (B) above shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice Article 10 in the judgment of the execution Board of Directors or the board of directors of the successor person. If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a person other than the successor or purchasing person, as the case may be, in such Merger Event, then such supplemental indenture to shall also be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver executed by such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyother person.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each (x) this Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a the number of shares of Common Stock issuable upon conversion of such Notes this Note in full (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesthis Note) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 5.4 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Note and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and other securities so issuable upon conversion of this Note, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture Directors shall reasonably consider necessary by reason of the foregoing, including, to be mailed to each holder of Notesthe extent practicable, at its address appearing on the Security Register provided provisions providing for the repurchase rights set forth in Section 4.02 of this Indenture, within twenty Article IV herein. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 5.4 applies to any event or occurrence, Section 14.05 5.3 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.5(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note such Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing "nonelecting share”"), then for the purposes of this Section 15.6 the kind and amount of stock, shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If Except as set forth in Section 14.06(f), if any of the following events occur, namely (i) any reclassification or change of the outstanding shares of the Company’s Common Stock Stock, (other than (xii) a subdivision any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another Person as a result of which holders of the Company’s Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (iiiii) any consolidation, merger or combination of the Company with another Person as is a result of which holders of Common Stock shall be entitled party to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stocka binding share exchange, or (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of the Company’s Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note shall be convertible into the kind type and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind type or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance (provided that, if the kind type or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance is not the same for each share more than a single type of Common Stock consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”stockholder election), then for the purposes of this Section the kind type and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall consideration will be deemed to be the weighted average of the kind and amount so receivable per share amounts of consideration received by a plurality the holders of the Non-electing sharesCompany’s Common Stock that affirmatively makes such an election). Such supplemental indenture shall provide for adjustments adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 14. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register Note register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to Interest will not accrue on any event or occurrence, Section 14.05 shall not applycash into which the Notes are convertible.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the case of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then then, unless an adjustment with respect thereto shall be made pursuant to Section 10.06, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note the Securities shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) Securities immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares)conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Ten. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Register provided for in Section 4.02 of this Indentureregister maintained by the Registrar, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely occur (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger merger, binding share exchange or combination of the Company Issuer with another Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale sale, lease, conveyance or conveyance other transfer of all or substantially all of the properties and assets of the Company Issuer to any other Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer and the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible exchangeable into the kind and amount of shares of stockcash, other securities or other property or assets (including cashand in the same proportion) receivable (the “Applicable Consideration”) upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion exchange of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert exchange all such Notes) immediately prior to such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance (provided that, if the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 14.06 the kind and amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 14. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Note Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. In addition, any issuer of securities included in the Applicable Consideration shall execute an amendment to the Registration Rights Agreement (to the extent any Transfer Restricted Securities (as defined therein) remain outstanding) to make the provisions thereof apply to such securities. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and conveyances. For purposes of determining the Exchange Value as provided in Section 14.04 the following provisions shall apply: (i) if the Applicable Consideration includes securities for which the price can be determined in a manner contemplated by the definition of “Last Reported Sale Price,” then the value of such securities shall be determined in accordance with the principles set forth in the “Last Reported Sale Price;” (ii) if the Applicable Consideration includes other property (other than securities or cash), then the value of such property shall be the fair market value of such property as determined by the Company’s Board of Directors in good faith; and (iii) if the Applicable Consideration includes cash, then the value of such cash shall be the amount thereof. If this Section 14.06 applies to any event or occurrence, Section 14.05 shall not apply. Notwithstanding this Section 14.06, if a Public Acquirer Change of Control occurs and the Company elects to adjust the Exchange Rate and its exchange obligation pursuant to, and in compliance with, Section 14.07, the provisions of Section 14.07 shall apply to such Public Acquirer Change of Control instead of this Section 14.06.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stocka split, other securities subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockPerson, or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company to any other Person Person, in each case as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (any such event a “Merger Event”), then then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) permitted under Section 9.01(a) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind conversion and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality settlement of the Non-electing shares)Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article XIV herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 13.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article XIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesNoteholder, at its his address appearing on the Security Register Note register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. thereof Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If the Company is a party to any reclassification of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock Shares (other than (x) changes resulting from a subdivision or combination to which Section 14.05(ccombination) applies) as or a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockamalgamation, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockmerger, or (iii) any binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the properties and Company’s consolidated assets of to another person or entity or other similar combination involving the Company Company, in each case pursuant to any other Person as a result of which holders of the Common Stock shall be entitled to receive stockShares are converted into cash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockproperty, then at the effective time of such transaction the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note the Securities shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance transaction by a holder of a number of shares of Common Stock issuable upon conversion of Holder had such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) Holder converted its Securities immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of transaction solely for Common Stock did not exercise such holder’s rights of election, if any, as to Shares (the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing shareReference Property”). If such transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then for the purposes of this Section Reference Property into which the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share Securities will be convertible shall be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing sharestypes and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. If Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 (referred to herein as “Ineligible Consideration”), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 with a market value (as conclusively determined by the Company’s Board of Directors) equal to the market value of such Ineligible Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XIII. If, in the case of any such reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Shares includes cash, securities or other property of a corporation other than the successor or purchasing corporation, as the case may be, in such transaction, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this Indenturemaintained by the Security Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 13.06 shall similarly apply to successive reclassifications, changesconsolidations, consolidationsamalgamations, mergers, combinationsbinding share exchanges, statutory arrangements, sales and conveyancesor conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 14.05 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i1) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination to which Section 14.05(c) applies) combination), as a result of which holders of Common Stock shall be entitled to receive stockCapital Stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, ; (ii2) any merger, consolidation, merger statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or ; or (iii3) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may beapplicable, shall execute with the Trustee a supplemental indenture (which shall comply with this Indenture and the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note such Security shall be convertible into the kind and amount of shares of stock, capital stock and other securities or other property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of had such Securities been converted into Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s its rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, changemerger, consolidation, merger, combinationstatutory share exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, changemerger, consolidation, merger, combinationstatutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"NON-electing share”ELECTING SHARE"), then for the purposes of this Section 11.11 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, changemerger, consolidation, merger, combinationstatutory share exchange, sale or conveyance for each Non-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 11. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as applicable, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive or series of related reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 11.11 applies to any event or occurrence, Section 14.05 11.4 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing "nonelecting share”")), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination-77- 78 statutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or to or from no par value, as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iiiii) any consolidation, merger sale or combination conveyance of the properties and assets of the Company with another Person as, or substantially as, an entirety (determined on a consolidated basis) to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note the Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 14.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XIV. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 of this Indenture2.5, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 14.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the case of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidationthen, merger or combination of the Company unless an adjustment with another Person as a result of which holders of Common Stock respect thereto shall be entitled made pursuant to receive stockSection 10.06, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note the Securities shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) Securities immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares)conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Ten. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Register provided for in Section 4.02 of this Indentureregister maintained by the Registrar, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common Stock, Section 6.04(c)); (ii) any consolidation, merger or combination of to which the Company with another Person is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of which holders a subdivision or combination) in outstanding shares of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or ; or (iii) any sale sale, lease or conveyance other transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cashcash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note the Notes shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming (the “Reference Property”). However, any amount otherwise payable in cash upon settlement of conversion of Notes immediately prior to the effective time of such holder transaction shall continue to be payable in cash, and each Noteholder shall be entitled thereafter to convert its Notes into cash (up to the aggregate Principal Amount thereof) and Reference Property in the same proportions provided under Section 6.03(a) with respect to settlement of conversions in cash and shares of Common Stock did not exercise such holder’s rights of election, if any, as to Stock. If the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any from of which such rights of election shall not have been exercised (“Non-electing share”stockholder election), then for the purposes of this Section Reference Property into which the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share Notes will be convertible shall be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such election. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 6. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.05 applies to any event or occurrence, Section 14.05 6.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.5(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each such Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyArticle Fifteen.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c7.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note the Debentures shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock Stock, if any, issuable upon conversion of such Notes Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesDebentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing nonelecting share”)), then for the purposes of this Section 7.06 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. A Holder may convert Debentures at any time from and after the date which is 15 days prior to the anticipated effective date of a transaction of the type described in clause (i), (ii) or (iii) above until 15 days after the effective date of such transaction. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of NotesDebentures, at its address appearing on the Security Register Debenture register provided for in Section 4.02 2.07 of this the Base Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.06 applies to any event or occurrence, Section 14.05 7.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) appliescombination) as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities securities, or other property or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (ii) any consolidationstatutory share exchange, consolidation or merger or combination of involving the Company with another Person as a result of pursuant to which holders of the Common Stock shall will be entitled to receive stockconverted into cash, other securities or other property (or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (iii) any sale sale, lease or conveyance other transfer in one transaction or a series of transactions of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to any other Person as a result of which holders of the Common Stock shall will be entitled to receive stockconverted into cash, other securities or other property (or assets any combination thereof) (including cash) with respect to any such event or in exchange for such Common Stocktransaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Note Security shall be convertible into into, with respect to each $1,000 in principal amount of such Security, the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available equal to convert all such Notes) the Conversion Rate immediately prior to such reclassificationReorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, change, consolidation, merger, combination, sale or conveyance assuming such the type and amount of consideration that a holder of Common Stock did not exercise would have been entitled to receive in the case of any such holder’s rights of election, if any, as to Reorganization Event that causes the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cashstockholder election) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 11.01(c) above based on the Daily Conversion Value and Daily VWAP of such Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of Daily VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the Fair Market Value of such property as determined by the Company’s Board of Directors in good faith; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) Any issuer of securities included in the Reference Property shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities included in the Reference Property. (d) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 11.04 to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (e) The above provisions of this Section 11.04 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (f) If this Section 11.04 applies to any event or occurrence, Section 14.05 11.02 shall not applyapply in respect of such event or occurrence. (g) None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into cash and shares of Common Stock, if applicable, as set forth in Section 11.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common StockSection 13.05(c)), (ii) any consolidation, consolidation or merger or combination of to which the Company with another Person is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of which holders a subdivision or combination) in outstanding shares of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act of 1939 as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note such Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing "nonelecting share”"), then for the purposes of this Section 13.06, the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureArticle 13. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 13.06 applies to any event or occurrence, Section 14.05 13.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock Shares (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock Shares shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockShares, or (iiiii) any consolidation, merger sale or combination conveyance of all or substantially all of the Company with another Company’s assets (it being understood that a sale of less than 90% of the Company’s total assets shall not be deemed a sale of substantially all of the Company’s assets), in one transaction or a series of related transactions, to, any Person as a result of which holders of Common Stock Shares shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockShares, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note such Security shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock Shares issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are Shares available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock Shares did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock Share in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 10.06 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares); provided, however, the Trustee shall be under no obligation to join with the Company in the execution of such supplemental indenture, if such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securi- ties as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.08 herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of NotesSecurities, at its his address appearing on the Security Register register provided for in Section 4.02 2.03 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any event or occurrence, Section 14.05 10.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any (a) Upon the occurrence of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stocka split, other securities subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination covered by Section 1.01), (ii) any consolidation, merger merger, sale of all or combination substantially all of the Company’s assets (other than a sale of all or substantially all of the assets of the Company with another Person as in a result of transaction in which the holders of Common Stock shall be entitled immediately prior to such transaction do not receive stocksecurities, other securities cash or other property assets of the Company or assets any other Person), (including cashiii) with respect to a binding share exchange which reclassifies or in exchange for such changes the outstanding shares of Common Stock, or (iiiiv) any sale or conveyance of all or substantially all of the properties property and assets of the Company to any other Person Person, in each case as a result of which the holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (any such event, a “Merger Event”), then at the Company or effective time of the successor or purchasing PersonMerger Event, as the case may be, shall execute with the Trustee right to exercise this Warrant will be changed into a supplemental indenture (in form satisfactory right to the Trustee) providing that each Note shall be convertible exercise this Warrant into the kind type and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) this Warrant immediately prior to such reclassification, change, consolidation, merger, combination, sale Merger Event would have owned or conveyance assuming been entitled to receive (the “Reference Property”) upon such holder of Merger Event. If the Merger event causes the Common Stock did not exercise such holder’s rights to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any for of stockholder election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable Reference Property to be received upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall exercise will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing sharestypes and amounts of Reference Property to be received by the holders of Common Stock that affirmatively make such election). Such supplemental indenture . (b) If the Company consummates a Merger Event, the Company shall promptly provide for adjustments which shall be as nearly equivalent as may be practicable notice to the adjustments provided for in this Article. The Company shall cause notice Holder briefly describing the Merger Event and stating the type or amount of cash, securities, property or other assets that will comprise the execution of Reference Property after any such supplemental indenture Merger Event and any adjustment to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty made with respect thereto. (20c) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each (x) this Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a the number of shares of Common Stock issuable upon conversion of such Notes this Note in full (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesthis Note) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 5.4 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Note and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and other securities so issuable upon conversion of this Note, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture Directors shall reasonably consider necessary by reason of the foregoing, including, to be mailed to each holder of Notesthe extent practicable, at its address appearing on the Security Register provided provisions providing for the repurchase rights set forth in Section 4.02 of this Indenture, within twenty Article IV herein. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 5.4 applies to any event or occurrence, Section 14.05 5.3 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (ia) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of a subdivision or combination), (b) any consolidation, entrance into a binding share exchange or merger of the Company with or into another Person or (c) any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to any other Person or Persons, in each case, pursuant to which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cashcash or any combination thereof) (the “Reference Property”) with respect to or in exchange for such Common StockStock (a “Specified Transaction”), (ii) any consolidationthen, merger or combination at the effective time of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockSpecified Transaction, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor such successor, purchaser or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to the Trusteeso comply) providing to provide that each Note shall be outstanding Security shall, without the consent of any Holders, become convertible into the kind and amount of shares Reference Property that such Holder would have received if it held, for each $1,000 principal amount of stockSecurities held, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable equal to the Conversion Rate immediately prior to such Specified Transaction, except that, at and after the effective time of the Specified Transaction (w) the amount otherwise payable in cash upon conversion of such Notes the Securities shall continue to be payable in cash, (assumingx) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, for such purposesas the case may be, a sufficient in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Securities being converted, (y) the number of authorized shares of Common Stock, if any, otherwise deliverable upon conversion of the Securities shall instead be deliverable in the amount and type of Reference Property that a holder of such number of shares of Common Stock are available to convert all would have received in such NotesSpecified Transaction and (z) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such the VWAP Price shall be calculated based on the value of a unit of Reference Property that a holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each one share of Common Stock would have received in respect such Specified Transaction. If the Specified Transaction causes the Common Stock to be converted into, or exchanged for, or constitute the right to receive more than a single type of which such rights consideration (determined based in part upon any form of election shall not have been exercised (“Non-electing share”stockholder election), then for the purposes of this Section Reference Property into which the kind and amount of stockSecurities shall be convertible or used to calculate the VWAP Price, other securities or other property or assets (including cash) receivable upon such reclassificationas the case may be, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If Holders receive only cash in such Specified Transaction, then for all conversions that occur after the effective date of such Specified Transaction (i) the consideration due upon conversion of each $1,000 principal amount so receivable of Securities shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares), multiplied by the price paid per share of Common Stock in such Specified Transaction and (ii) the Company shall satisfy its conversion obligation by paying cash to converting holders on the third Business Day immediately following the Conversion Date. The Company shall notify holders, the Trustee and the Conversion Agent of such weighted average as soon as practicable after such determination is made (and make such notification available on its website). The Company shall not become a party to any such Specified Transaction unless its terms are consistent with the foregoing. If, in the case of any such Specified Transaction, the stock or other securities and assets receivable thereupon by a plurality holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the Non-electing shares). Such successor or purchasing corporation, as the case may be, in such Specified Transaction, then such supplemental indenture shall provide for adjustments which also be executed by such other corporation and shall be contain such additional provisions to protect the interests of the Holders of the Securities as nearly equivalent as may be practicable the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the adjustments provided extent practicable the provisions providing for the conversion rights set forth in this ArticleArticle 10. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Securities maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applySpecified Transactions.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock (including, in the case of a conversion pursuant to Section 15.01(d), any Additional Shares issuable upon such conversion) issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Note Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. Notwithstanding the provisions of this Section, if the Company elects to adjust the Conversion Rate and the related Conversion Obligation as described in Section 15.01(e), the provisions of Section 15.01(e) shall apply instead of the provisions of this Section. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 14.05 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (ia) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (b) any merger, consolidation, statutory share exchange or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (c) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of had such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common been converted into Series B Preferred Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance assuming such holder of Common Series B Preferred Stock did not exercise such holder’s its rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each share of Common Series B Preferred Stock in respect of which such rights of election shall not have been exercised (“Non"NON-electing share”ELECTING SHARE"), then for the purposes of this Section 10.11 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each Non-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Series B Preferred Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.09 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 10.11 applies to any event or occurrence, Section 14.05 10.04 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i) any reclassification or change of Common Shares issuable upon conversion of the outstanding shares of Common Stock Securities (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common Stock, Section 13.4(c)); (ii) any consolidation, merger or combination of to which the Company with another Person is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of which holders of a subdivision or combination) in outstanding Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or Shares; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person person as a result of which holders of Common Stock Shares shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockShares, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note such Securities shall be convertible into the kind and amount of shares of stockCommon Shares, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock Shares issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are Shares available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming conveyance. Assuming such holder of Common Stock Shares did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock Shares in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 13.6, the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide that if Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any Ineligible Consideration, such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year, with a market value equal to the market value of such Ineligible Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 13. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock, securities or other property or assets (including cash) receivable thereupon by a holder of Common Shares includes shares of stock, securities or other property or assets (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Securities maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 13.6 applies to any event or occurrence, Section 14.05 13.4 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i1) any reclassification or change of the outstanding shares of LifePoint Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (2) any merger, consolidation, statutory share exchange or combination to which Section 14.05(c) applies) of LifePoint with another corporation as a result of which holders of LifePoint Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such LifePoint Common Stock, Stock or (ii3) any consolidation, merger sale or combination conveyance of the Company with another Person properties and assets of LifePoint as, or substantially as, an entirety to any other corporation as a result of which holders of LifePoint Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such LifePoint Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company LifePoint or the successor or purchasing Personcorporation, as the case may be, and the Company shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of had such Notes been converted into LifePoint Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesand the Cash Component) immediately prior to such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance assuming such holder of LifePoint Common Stock did not exercise such holder’s its rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each share of LifePoint Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing shareElecting Share”), then for the purposes of this Section 10.11 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each Non-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of LifePoint Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.08 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 10.11 applies to any event or occurrence, Section 14.05 10.04 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note Debenture shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesDebentures) immediately prior to such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance (provided that, if the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"NON-electing share”ELECTING SHARE"), then for the purposes of this Section 15.06 the kind and amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesDebentures, at its address appearing on the Security Debenture Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 14.05 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of the outstanding shares of Common Capital Stock (other than (x) a subdivision or combination to which Section 14.05(c11.02(a) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders Holders of Common Capital Stock shall be entitled to receive stockcash, other securities or other property (or assets (including cashany combination thereof) with respect to or in exchange for such Common Capital Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders Holders of Common Capital Stock shall be entitled to receive stockcash, other securities or other property (or assets (including cashany combination thereof) with respect to or in exchange for such Common StockCapital Stock (any such event or transaction, a "Reorganization Event"), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note Security shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cashand in the same proportion) receivable (the "Reference Property") upon such reclassification, change, consolidation, merger, combination, sale or conveyance Reorganization Event by a holder of a number of shares of Common Capital Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available equal to convert all such Notes) the Conversion Rate immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the Reorganization Event. For purposes of this Section the kind foregoing, the type and amount of stock, other securities or other property or assets consideration that a holder of Capital Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Capital Stock to be converted into the right to receive more than a single type of consideration (including cashdetermined based in part upon any form of stockholder election) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Capital Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 11.01(c) above based on the Daily Conversion Value and Daily VWAP of such Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of Daily VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the Fair Market Value of such property as determined by the Company's Board of Directors in good faith; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) Any issuer of securities included in the Reference Property shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities included in the Reference Property. (d) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 11.04 to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (e) The above provisions of this Section 11.04 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (f) If this Section 11.04 applies to any event or occurrence, Section 14.05 11.02 shall not applyapply in respect of such event or occurrence. (g) The Company shall not become a party to any Reorganization Event unless its terms are consistent with the foregoing. None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into cash and shares of Capital Stock, if applicable, as set forth in Section 11.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stocka split, other securities subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger or combination of the Company Parent with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockPerson, or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company Parent to any other Person Person, in either case as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such shares of Common StockStock (any such event a “Merger Event”), then then: (a) the Company Company, or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which, as evidenced in form satisfactory an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind exchange and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality settlement of the Non-electing shares)Notes as set forth in this Annex A of the Twelfth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Trustees and practicable the provisions providing for the repurchase rights set forth in Article IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, shares of Common Stock or common stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesNoteholder, at its his address appearing on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty thirty (2030) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company and its consolidated Subsidiaries, taken as a whole, to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each such Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Note Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 14.05 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events (each a “Merger Event”) occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c15.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible into the kind cash and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, Reference Property as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock set forth in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares15.06(b). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. (b) Notwithstanding the provisions of Section 15.02, and subject to the provisions of Section 15.01(d), at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have been entitled to receive in such Merger Event (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes, based on the applicable Conversion Rate, into cash (up to the aggregate principal amount thereof) and, instead of the shares of Common Stock otherwise deliverable in satisfaction of the Net Share Amount, units of Reference Property, based on the Daily Conversion Value of the units of Reference Property. (c) In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Merger Event, the Company shall make adequate provision whereby the Holders shall have a reasonable opportunity to determine the form of Reference Property that shall be used for purposes of determining the Daily Conversion Value and in which the Net Share Amount in respect of which all of the Notes, treated as a single class, shall be payable from and after the effective date of such Merger Event, subject to the Company’s right to elect to pay the net Share Amount in additional cash pursuant to Section 15.02(c). This provision does not limit the right of Holders in the event of a Fundamental Change, including Company’s obligation to increase the Conversion Rate by the Additional Shares in connection with a conversion. The determination: (a) will be made by Holders representing a plurality of Notes participating in such determination, (b) will be subject to any limitations to which all of the holders of Common Stock are subject, including, but not limited to, pro rata reductions applicable to any portion of the Reference Property payable in such Transaction and (c) will be conducted in such a manner as to be completed by the date which is the earlier of: (1) the deadline for elections to be made by holders of Common Stock, and (2) two Trading Days prior to the anticipated effective date of such Merger Event. (d) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Note Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (e) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Merger Events. (f) If this Section 15.06 applies to any event or occurrenceMerger Event, Section 14.05 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any transaction or event in connection with which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (whether by means of a Tender Offer, (ii) any liquidation, consolidation, merger merger, share exchange, combination, reclassification, recapitalization, or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stockotherwise), or (iii) any sale or conveyance transfer of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then as a condition precedent to the consummation of such event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance event by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance event assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance event (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance event is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 4 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance event for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such event such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant, and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such event. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such event, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such event, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyapplicable events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination to which Section 14.05(c) applies) combination), as a result of which holders of Common Stock shall be entitled to receive capital stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger merger, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee issue a supplemental indenture (in form satisfactory to the Trustee) replacement Warrant providing that each Note such Warrant shall be convertible into exercisable for the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert for issuance upon exercise of all such NotesWarrants) immediately prior to such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 of this ArticleWarrant. If, in the case of any such reclassification, change, consolidation, merger, combination, statutory share exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock shall include shares of stock or other securities and assets of a corporation other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidate, merger, combination, statutory share exchange, sale or conveyance, then such replacement Warrant shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holder of the Warrants as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall cause notice of the execution of mail such supplemental indenture to be mailed replacement Warrant to each holder of NotesWarrants, at its such holder’s address appearing on in the Security Warrant Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenturereplacement Warrant. The above provisions of this Section 9 shall similarly apply to successive or series of related reclassifications, changes, consolidations, mergers, statutory shares exchanges, combinations, sales and conveyances. If this Section 9 applies to any event or occurrence, Section 14.05 8 of this Warrant shall not apply, provided that such other provisions shall continue to apply to all other issuances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c12.02(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property (or assets (including cashany combination thereof) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property (or assets (including cashany combination thereof) with respect to or in exchange for such Common StockStock (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture to the Trusteesame extent that this Indenture so complies) providing that each Note Security shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cashand in the same proportion) receivable (the “Reference Property”) upon such reclassification, change, consolidation, merger, combination, sale or conveyance Reorganization Event by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available equal to convert all such Notes) the Conversion Rate immediately prior to such reclassificationReorganization Event. For purposes of the foregoing, change, consolidation, merger, combination, sale or conveyance assuming such the type and amount of consideration that a holder of Common Stock did not exercise would have been entitled to receive in the case of any such holder’s rights of election, if any, as to Reorganization Event that causes the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cashstockholder election) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 12, Article 11 and Article 9 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in units of Reference Property based on the Five-Day VWAP of such Reference Property. For the purposes of determining such Five-Day VWAP, (i) if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of Five-Day VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (iii) applies or cash), then the value of such property shall be the Fair Market Value of such property as determined by the Company’s Board of Directors in good faith; and (iv) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 12.05 to be mailed to each holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section 12.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (e) If this Section 12.05 applies to any event or occurrence, Section 14.05 12.02 shall not applyapply in respect of such event or occurrence. (f) The Company shall not become a party to any Reorganization Event unless its terms are consistent with the foregoing. None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into shares of Common Stock as set forth in Section 12.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c17.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination binding share exchange of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note Debenture shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesDebentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 17.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 17. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesDebentures, at its address appearing on the Security Debenture Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 17.06 applies to any event or occurrence, Section 14.05 17.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Alderwoods Common Stock (other than (x) a subdivision or combination to which Section 14.05(c14.05(b) applies), (ii) any consolidation, merger or combination of Alderwoods with another Person as a result of which all holders of Alderwoods Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Alderwoods Common Stock, or (iiiii) any consolidation, merger sale or combination conveyance of all or substantially all of the Company with another properties and assets of Alderwoods to any other Person as a result of which holders all Holders of Alderwoods Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Alderwoods Common Stock, then the Company Alderwoods or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of each supplemental indenture) providing that each Note the Subordinated Notes shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Alderwoods Common Stock issuable upon conversion of such Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Alderwoods Common Stock are available to convert all such Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Alderwoods Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (conveyance; provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Alderwoods Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 14.06 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company Alderwoods shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, Subordinated Notes within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 14.06 applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5(a) of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i) any reclassification or change of Common Shares issuable upon conversion of the outstanding shares of Common Stock Securities (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common Stock, Section 13.4(c); (ii) any consolidation, merger or combination of to which the Company with another Person is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of which holders of a subdivision or combination) in outstanding Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or Shares; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person person as a result of which holders of Common Stock Shares shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockShares, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note such Securities shall be convertible into the kind and amount of shares of stockCommon Shares, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock Shares issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are Shares available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming conveyance. Assuming such holder of Common Stock Shares did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock Shares in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 13.6, the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 13. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock, securities or other property or assets (including cash) receivable thereupon by a holder of Common Shares includes shares of stock, securities or other property or assets (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Securities maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 13.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 13.6 applies to any event or occurrence, Section 14.05 13.4 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) appliescombination) as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities securities, or other property or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (ii) any consolidationstatutory share exchange, consolidation or merger or combination of involving the Company with another Person as a result of pursuant to which holders of the Common Stock shall will be entitled to receive stockconverted into cash, other securities or other property (or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (iii) any sale sale, lease or conveyance other transfer in one transaction or a series of transactions of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other Person as than one or more Subsidiaries (any such event or transaction, a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock“Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note at the effective time of the Reorganization Event, the right to convert a Security shall be convertible changed into, with respect to each $1,000 in principal amount of such Security, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available equal to convert all such Notes) the Conversion Rate immediately prior to the effective time of such reclassificationReorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, change, consolidation, merger, combination, sale or conveyance assuming such the type and amount of consideration that a holder of Common Stock did not exercise would have been entitled to receive in the case of any such holder’s rights of election, if any, as to Reorganization Event that causes the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cashstockholder election) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 9, Article 8 and Article 7 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 9.01(c) above based on the Daily Conversion Value and Daily VWAP of such Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, (i) if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of Daily VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the fair market value (as determined by the Board of Directors in good faith) of such property; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 9.04 to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.03 of this Supplemental Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section 9.04 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (e) If this Section 9.04 applies to any event or occurrence, Section 14.05 9.02 shall not applyapply in respect of such event or occurrence. (f) None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into cash and shares of Common Stock, if applicable, as set forth in Section 9.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (ia) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (b) any merger, consolidation, statutory share exchange or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (c) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note such Security shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of had such Securities been converted into Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s its rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing shareElecting Share”), then for the purposes of this Section 12.11 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each Non-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 12.11 applies to any event or occurrence, Section 14.05 12.4 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 16 herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (iiiii) any consolidation, merger or combination of the Company with another Person statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (such transaction, a "Statutory Exchange"), or (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each such Note shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 15.6 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a person other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its his address appearing on the Security Register Note register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 14.05 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company Southwest with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company Southwest to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company and Southwest or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (in addition to the Cash Component and assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing nonelecting share”), then for the purposes of this Section 14.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 14. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register Note register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 14.06 applies to any event or occurrence, Section 14.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 9 applies to any event or occurrence, Section 14.05 4 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (ioccur:(i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger, share exchange or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, other than a consolidation, merger, share exchange or combination in which the Company is the continuing corporation and which does not result in reclassification (iiother than a change in name, or par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination), conversion, exchange or cancellation of the Common Stock, or (iii) any consolidation, merger sale or combination conveyance or other disposition of the properties and assets of the Company with another Person as an entirety or substantially as an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note the Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance other disposition by a holder of a number of shares of Common Stock issuable upon conversion of such the Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance other disposition assuming such holder of Common Stock did not exercise such holder’s his or her rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationshare exchange, sale sale, conveyance or conveyance other disposition (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationshare exchange, sale sale, conveyance or conveyance other disposition is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“Nonnon-electing share”), then then, for the purposes of this Section 11.06, the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationshare exchange, sale sale, conveyance or conveyance other disposition for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 11. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale, conveyance or other disposition, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, Holder at its his or her address appearing on the Security Register provided for in Section 4.02 of this Indenture, that purpose within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales sales, conveyances and conveyancesother dispositions. If this Section 11.06 applies to any event or occurrence, Section 14.05 11.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If (a) Except as otherwise provided in Section 12.3, if any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c12.2(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note Security shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cashand in the same proportion) receivable (the “Applicable Consideration”) upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s exercised his rights of election, if any, as to the kind or amount of stockcash, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, mergerbinding share exchange, combination, sale or conveyance is not in the same for each share manner as the majority of the holders of Common Stock in respect of which or, if there is no such rights of election shall not have been exercised (“Non-electing share”)majority, then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares)holders of Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article. Article XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. (b) Notwithstanding the foregoing, in the event of a Public Acquirer Change of Control in which the Company has made the election pursuant to Section 12.3 to adjust the Conversion Rate and related exchange obligation, then the Company and the issuer of the Public Acquirer Common Stock shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying applicable provisions and adjustments of this Article XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions and adjustments apply to such other Person if different from the original issuer of the Securities. (c) Any issuer of securities included in the Applicable Consideration shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities included in the Applicable Consideration. (d) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 12.4 to be mailed to each holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.5 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (e) The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and conveyances. . (f) If this Section 12.4 applies to any event or occurrence, Section 14.05 12.2 shall not applyapply in respect of such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c12.5(a) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (a “Nonnon-electing share”), then for the purposes of this Section 12.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 12. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 14.05 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stocka split, other securities subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger or combination of the Company Parent with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockPerson, or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company Parent to any other Person Person, in either case as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such shares of Common StockStock (any such event a “Merger Event”), then then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which, as evidenced in form satisfactory an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind exchange and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality settlement of the Non-electing shares)Notes as set forth in this Annex B of the Twelfth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Trustees and practicable the provisions providing for the repurchase rights set forth in Article IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, shares of Common Stock or common stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesNoteholder, at its his address appearing on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty thirty (2030) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any (a) In the case of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, Convertible Notes or other securities property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, Convertible Notes or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidationthen, merger or combination of the Company unless an adjustment with another Person as a result of which holders of Common Stock respect thereto shall be entitled made pursuant to receive stockSection 8.06, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee Company a supplemental indenture (in form satisfactory to the Trustee) Agreement providing that each Note the Convertible Notes shall be convertible into the kind and amount of shares of stock, stock and other securities Convertible Notes or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Convertible Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stockConvertible Notes, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares)conveyance. Such supplemental indenture Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 8. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other Convertible Notes and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other Convertible Notes and assets of a Person other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental Agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) The Company shall cause notice of the execution of such supplemental indenture Agreement to be mailed to each holder Holder of Convertible Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indentureregister maintained by the Registrar, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyAgreement.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common Stock, Section 9.04); (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cashcash or any combination of the foregoing) with respect to or in exchange for such Common Stock, or ; or (iii) any sale sale, lease or conveyance other transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cashcash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note the Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale cash or conveyance by a holder any combination of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cashforegoing) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided thatthe “Reference Property”) by a holder of a number of shares of Common Stock issuable upon conversion of such Securities (assuming, if the kind or amount for such purposes, a sufficient number of stock, other securities or other property or assets (including cashauthorized shares of Common Stock available to convert all such Securities) receivable upon immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance is not conveyance. However, at and after the same for each share effective time of such transaction, any amount otherwise payable in cash upon conversion of the Securities pursuant to Section 9.03 will continue to be payable in cash and the Daily Conversion Value will be calculated based on the value of the Reference Property. If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”stockholder election), then for the purposes of this Section Reference Property into which the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share Securities will be convertible shall be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such election. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 9. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination of the foregoing) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the register of the Securities maintained by the Security Register provided for in Section 4.02 of this IndentureRegistrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (b) If a Holder elects to convert Securities in connection with a Make-Whole Fundamental Change pursuant to Section 9.06 that results in delivery of Reference Property to the Holders, any increase in the Conversion Rate by Additional Shares as set forth in Section 9.06 shall not be payable in shares of Common Stock, but shall represent a right to receive the aggregate amount of Reference Property into which the Additional Shares would convert in the transaction from the surviving entity (or an indirect or direct parent thereof). (c) The Company shall not become a party to any such transaction unless its terms are consistent with this Section applies to any event or occurrence, Section 14.05 shall not apply9.07.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or an adjustment is provided in exchange for such Common StockSection 13.05(c)), (ii) any consolidation, consolidation or merger or combination of to which the Company with another Person is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of which holders a subdivision or combination) in outstanding shares of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act of 1939 as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that each Note such Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such NotesSecurities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s his rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”"NONELECTING SHARE"), then for the purposes of this Section 13.06, the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureArticle 13. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 13.06 applies to any event or occurrence, Section 14.05 13.05(c) shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) appliescombination) as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities securities, or other property or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (ii) any consolidationstatutory share exchange, consolidation or merger or combination of involving the Company with another Person as a result of pursuant to which holders of the Common Stock shall will be entitled to receive stockconverted into cash, other securities or other property (or assets (including cash) with respect to or in exchange for such Common Stockany combination thereof), or (iii) any sale sale, lease or conveyance other transfer in one transaction or a series of transactions of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to any other Person as a result of which holders of the Common Stock shall will be entitled to receive stockconverted into cash, other securities or other property (or assets any combination thereof) (including cash) with respect to any such event or in exchange for such Common Stocktransaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trusteedate of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Note Security shall be convertible into into, with respect to each $1,000 in principal amount of such Security, the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by that a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available equal to convert all such Notes) the Conversion Rate immediately prior to such reclassificationReorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, change, consolidation, merger, combination, sale or conveyance assuming such the type and amount of consideration that a holder of Common Stock did not exercise would have been entitled to receive in the case of any such holder’s rights of election, if any, as to Reorganization Event that causes the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock to be converted into the right to receive more than a single type of consideration (determined based in respect part upon any form of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cashstockholder election) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall will be deemed to be the kind and amount so receivable per share by a plurality weighted average of the Non-electing shares)types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 11.01(c) above based on the Daily Conversion Value and Daily VWAP of such Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of Daily VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the Fair Market Value of such property as determined by the Company’s Board of Directors in good faith; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 11.04 to be mailed to each holder Holder of NotesSecurities, at its address appearing on the Security Securities Register provided for in Section 4.02 2.05 of this Indenture, within twenty (20) 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section 11.04 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (e) If this Section 11.04 applies to any event or occurrence, Section 14.05 11.02 shall not applyapply in respect of such event or occurrence. (f) None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into cash and shares of Common Stock, if applicable, as set forth in Section 11.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Class A Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Class A Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such shares of Class A Common Stock, ; or (iiiii) any consolidation, merger sale or combination conveyance of the properties and assets of the Company with another Person as an entirety or substantially as an entirety to any other corporation as a result of which holders of Class A Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Class A Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Trusteeso comply) providing that each Note the Notes shall be convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Class A Common Stock issuable upon conversion of such the Notes (assuming, for such purposes, a sufficient number of authorized shares of Class A Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of shares of Class A Common Stock did not exercise such holder’s his or her rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Class A Common Stock in respect of which such rights of election shall have not have been exercised (“Non"non-electing share”"), then then, for the purposes of this Section 12.6, the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 12. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Class A Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, Notes at its his or her address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 14.05 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stocka split, other securities subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger or combination of the Company Parent with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockPerson, or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company Parent to any other Person Person, in either case as a result of which holders of Common Stock shall be entitled to receive stockcash, other securities or other property or assets (including cash) with respect to or in exchange for such shares of Common StockStock (any such event a “Merger Event”), then then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which, as evidenced in form satisfactory an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind exchange and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality settlement of the Non-electing shares)Notes as set forth in this Annex C of the Twelfth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Trustees and practicable the provisions providing for the repurchase rights set forth in Article IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, shares of Common Stock or common stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of NotesNoteholder, at its his address appearing on the Security Register provided for in Section 4.02 of this IndentureRegister, within twenty thirty (2030) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not applyMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination to which Section 14.05(c) applies) of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Holder a supplemental indenture (in form satisfactory to the Trustee) written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, other securities stock and Other Securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonnon-electing share”), then for the purposes of this Section 9 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combinationstatutory exchange, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 9 applies to any event or occurrence, Section 14.05 4 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stock, other securities a subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger merger, statutory exchange or combination of the Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or Company, the successor or purchasing Person, as the case may be, Person and each Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall execute with the Trustee a supplemental indenture (in form satisfactory and deliver to the Trustee) Holder a written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 8 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets, upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant, the Exchange Agreement and the Registration Rights Agreement, and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other Person and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 8 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 8 applies to any event or occurrence, Section 14.05 5 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision change in par value, or combination from par value to which Section 14.05(c) applies) no par value, or from no par value to par value, or as a result of which holders of Common Stock shall be entitled to receive stock, other securities a subdivision or other property or assets (including cash) with respect to or in exchange for such Common Stockcombination), (ii) any consolidation, merger merger, statutory exchange or combination of the Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or Company, the successor or purchasing Person, as the case may be, Person and each Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall execute with the Trustee a supplemental indenture (in form satisfactory and deliver to the Trustee) Holder a written agreement providing that each Note (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock, stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, by a the holder of a number of shares of Common Stock issuable upon conversion exercise of such Notes this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notesexercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder’s 's rights of election, if any, as to the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non"non-electing share”"), then for the purposes of this Section 8 the kind and amount of stocksecurities, other securities cash or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance for each Nonnon-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing shares), (y) in the case of any such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets, upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such successor or purchasing Person or any such Person who has agreed to issue such stock or other securities or to transfer such other property or assets shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant, the Purchase Agreement and the Registration Rights Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other Person and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty foregoing. (20b) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 8 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (c) If this Section 8 applies to any event or occurrence, Section 14.05 5 shall not applyapply to such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (a) Any recapitalization, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (b) Any consolidation, merger or combination of the Issuer with or into another Person, or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Issuer’s assets and those of the Issuer’s Subsidiaries taken as a whole to which Section 14.05(c) applies) any other Person or Persons (other than to one or more of its subsidiaries), in each case, as a result of which holders of all or substantially all of the Common Stock shall be entitled to receive stock, other securities or other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to the Trusteeso comply) providing that from and after the effective date of such transaction each such Note shall be shall, without the consent of any Holders of Notes, become convertible into into, in lieu of the kind and amount Common Stock otherwise deliverable, the same type (in the same proportion) of shares the consideration that the holders of stock, other securities or other property or assets (including cash) receivable upon Common Stock received in such reclassification, change, consolidation, merger, combinationsale, sale lease, transfer, conveyance or conveyance by a holder other disposition (such consideration, the “Reference Property”). In all cases, the conditions relating to conversion of a number Notes specified herein (including in Sections 5.01 and 5.02, in each case, to the extent applicable, and Section 5.04) (modified as appropriate in the good faith judgment of shares the Issuer’s Board of Directors to apply properly to the Reference Property in lieu of Common Stock issuable Stock), the provisions of Section 5.03 relating to the Issuer’s satisfaction of the conversion obligation upon conversion of Notes and the provisions of Section 5.13 relating to the Conversion Cap shall continue to apply following such Notes (assuming, for transaction. If such purposestransaction also constitutes a Fundamental Change of Control, a sufficient number Holder converting Notes in connection with such Fundamental Change of authorized shares Control will be entitled to receive Additional Shares and the Make Whole Payment in accordance with Section 5.07 in the Fundamental Change of Control. If such transaction causes Common Stock are available to convert all such Notes) immediately prior be converted into the right to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder receive more than a single type of Common Stock did not exercise such holder’s rights consideration (determined based in part upon any form of stockholder election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share Reference Property shall be deemed to be the kind and amount so receivable per share of consideration elected to be received by a majority of shares of Common Stock voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock voted for such an election (if electing between more than two types of consideration), as the Non-electing shares)case may be. The Issuer may not become a party to any such transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Five, as determined in good faith by the Issuer or successor or purchasing corporation. If, in the case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, the stock or other securities and assets received thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Issuer’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article Five. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed or delivered to each holder of NotesHolder, at its the address appearing of such Holder as it appears on the Security Register provided for in Section 4.02 register of this Indenturethe Notes maintained by the Registrar, within twenty (20) 20 calendar days after execution thereof. Simultaneously with providing such notice, the Issuer shall announce through a reputable national newswire in the United States the relevant information and make this information available on the Issuer’s website. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above foregoing provisions of this Section 5.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationssales, sales and conveyancesleases, transfers, conveyances or other dispositions. If this Section 5.05 applies to any event or occurrence, Section 14.05 5.04 shall not apply. None of the foregoing provisions shall affect the right of a Holder of Notes to convert such Holder’s Notes into shares of Common Stock at any time, subject to Section 5.08.