Common use of Exchange Privilege Clause in Contracts

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) in the event that the Issuers’ Cancellation Condition shall be satisfied, $120 million principal amount of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised by the Issuers’ within 15 Business Days of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures set forth in this Article 13 to settle the resulting Exchange Obligation.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 1, 2012 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.8752 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after February 1, 2012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to February 1, 2012, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this First Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this First Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Exchange RateLast Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; provided or (B) distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that the option set forth Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (iiA) must be exercised by the Issuers’ within 15 Business Days or clause (B) above and of the satisfaction of resulting exchange right no later than the Issuers’ Exchange Condition. The Issuers will follow 35th Business Day prior to the procedures set forth in this Article 13 to settle the resulting Exchange ObligationEx-Dividend Date for such distribution.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding October 15, 2012 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.4874 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after October 15, 2012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.4874 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to October 15, 2012, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this Second Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Second Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (B) distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Holder may surrender Notes for exchange at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be entitled to the increase in the Exchange Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated Effective Date of the Fundamental Change. (iii) If Parent is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the shares of Common Stock would be exchanged into cash, securities and/or other property, then the Holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided that such transaction does not otherwise constitute a Fundamental Change to which the option set forth in clause (iiprovisions of Section 8.01(e)(ii) must be exercised by shall apply. The Company shall give notice to all record Noteholders and the Issuers’ within 15 Business Days Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such transaction. If the Board of Directors determines the anticipated effective date of the satisfaction of transaction, such determination shall be conclusive and binding on the Issuers’ Exchange Condition. Holders. (f) The Issuers will follow Notes shall be exchangeable at any time beginning on the procedures set forth in this Article 13 to settle first Business Day after any 30 consecutive Trading Day period during which the resulting Exchange ObligationCommon Stock is not listed on a United States national securities exchange.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 15, 2013 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.8569 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after February 15, 2013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to February 15, 2013, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2008, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this Annex C of the Twelfth Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Annex C of the Twelfth Supplemental Indenture. (e) (i) In the event that Parent or Company elects to: (A) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Exchange RateLast Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; provided or (B) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Board of Trustees) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that Parent provides notice to Holders referred to in the option set forth next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date Parent announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (iiA) must be exercised by the Issuers’ within 15 Business Days or clause (B) above and of the satisfaction of resulting exchange right no later than the Issuers’ Exchange Condition. The Issuers will follow 35th Business Day prior to the procedures set forth in this Article 13 to settle the resulting Exchange ObligationEx-Dividend Date for such distribution.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereof) Authorized Denomination of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15, 2026, under the circumstances and during the periods set forth in Section 14.01(b), but in no event prior to the Initial Exchange Date unless the conditions described in Section 14.01(b)(ii) or Section 14.01(b)(iii) are satisfied; and (ii) on or after September 15, 2026, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 666.6700 7,498.2210 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06Section 14.04 and, if applicable, Section 14.03, the “Exchange Rate”) per $1,000 250,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding September 15, 2026, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the event that five Business Day period after any ten consecutive Trading Day period (the Issuers’ Cancellation Condition “Measurement Period”) in which the Trading Price per $250,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Company) shall be satisfied, have no obligation to determine the Trading Price per $120 million 250,000 principal amount of the Notes (or unless the Company has requested such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallydetermination, and without any further action required the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) at least $5,000,000 principal amount of Notes requests in the event writing that the Issuers’ Exchange Condition shall Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $250,000 principal amount of Notes would be satisfied, at the option less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price per share of Common Stock at and the Exchange Rate; provided that Rate on such Trading Day. At such time, the option set forth in clause Company shall instruct the Bid Solicitation Agent (iiif other than the Company) must be exercised by to determine, or if the Issuers’ within 15 Business Days Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $250,000 principal amount of the satisfaction Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $250,000 principal amount of Notes is greater than or equal to 98% of the Issuers’ product of the Last Reported Sale Price per share of Common Stock and the Exchange ConditionRate on such Trading Day. (B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. The Issuers will follow If, at any time after the procedures set forth Trading Price condition has been met, the Trading Price per $250,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in this Article 13 writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to settle (or, if the resulting Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $250,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange ObligationRate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 1, 2012 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.8752 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after February 1, 2012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to February 1, 2012, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended March 31, 2007, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this Annex A of the Twelfth Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Annex A of the Twelfth Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (i) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Exchange RateLast Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; provided that the option set forth in clause or (ii) must be exercised distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Issuers’ within 15 Business Days Board of Trustees) exceeding 15% of the satisfaction Last Reported Sale Price of the Issuers’ Exchange ConditionCommon Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that Parent provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date Parent announces that such distribution will not take place. The Issuers will follow the procedures set forth Company shall notify Holders of any distribution referred to in this Article 13 to settle either clause (A) or clause (B) above and of the resulting Exchange Obligationexchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 15, 2013 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.8569 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after February 15, 2013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to February 15, 2013, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this Third Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Third Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (B) distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Holder may surrender Notes for exchange at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be entitled to the increase in the Exchange Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated Effective Date of the Fundamental Change. (iii) If Parent is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the shares of Common Stock would be exchanged into cash, securities and/or other property, then the Holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided that such transaction does not otherwise constitute a Fundamental Change to which the option set forth in clause (iiprovisions of Section 8.01(e)(ii) must be exercised by shall apply. The Company shall give notice to all record Noteholders and the Issuers’ within 15 Business Days Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such transaction. If the Board of Directors determines the anticipated effective date of the satisfaction of transaction, such determination shall be conclusive and binding on the Issuers’ Exchange Condition. The Issuers will follow the procedures set forth in this Article 13 to settle the resulting Exchange ObligationHolders.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if so long as the portion to be exchanged is $1,000 principal amount or an integral multiple thereof, and so long as the principal amount of such beneficial owner’s Notes not exchanged is at least $200,000) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding August 1, 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after August 1, 2022 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 92.6956 ADSs (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding August 1, 2022, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ADSs on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ADSs on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to do so, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note solely into cash (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding December 15, 2022, and (ii) irrespective of the conditions described in Section 14.01(b), during the period from, and including, December 15, 2022 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 29.9679 Ordinary Shares (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). The Notes shall not be exchangeable into Ordinary Shares or any other securities under any circumstances. (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding December 15, 2022, a Holder may surrender its Notes for exchange solely into cash during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection 14.01(b)(i), for each Trading Day of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required Measurement Period was less than 98% of any party, be immediately cancelled the product of the Last Reported Sale Price of the Ordinary Shares and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection 14.01(b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Bid Solicitation Agent shall have no obligation to settle determine the resulting Trading Price per $1,000 principal amount of Notes unless the Company has requested it in writing to make such determination in writing, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange ObligationRate, at which time the Company shall instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes in accordance with the provisions of the definition of Trading Price set forth in this Indenture beginning on the next Trading Day and on each successive Trading Day until the Trading Price per Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate. If on any date of determination (i) the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from an independent nationally recognized securities dealer on any determination date, (ii) the Company has failed to request the Bid Solicitation Agent to obtain bids when required, (iii) the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids or (iv) the Bid Solicitation Agent has obtained one or more such bids but the Company has failed to determine the Trading Price per $1,000 principal amount of Notes for the relevant day, then, in any such case, the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate for the Notes on such date. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article Thirteen8, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 20, 2012 at a rate (the “Exchange Rate”) of 6.6090 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount Note (the “Exchange Obligation”) under the circumstances and during the periods set forth below. On and after February 20, 2012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article 8 and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date. (b) A Holder of Notes shall have the right, at an initial such Holder’s option, to exchange rate of 666.6700 shares of Common Stock its Notes prior to February 20, 2012, during the five Business Day period immediately after any ten consecutive Trading Day period (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06, the “Exchange RateMeasurement Period”) in which the Trading Price per $1,000 principal amount of Notes (subject for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee. The Trustee shall have no obligation to determine the settlement provisions Trading Price of Sections 13.03 the Notes unless requested by the Company to do so in writing, and 13.04, the “Exchange Obligation”). (b) Notwithstanding any provision Company shall have no obligation to make such request unless a Noteholder of at least $1,000,000 aggregate principal amount of Notes provides the contrary herein (but subject to Section 13.04(b)), (i) in the event Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (or c) A Holder of Notes shall have the right, at such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallyHolder’s option, to exchange Notes during any calendar quarter after the quarter ended March 31, 2007, and without any further action required only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of any party30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be immediately cancelled subject to adjustment in accordance with this Article 8. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of Common Stock and notify the Company and the debt thereunder extinguished, and Trustee. (iid) in In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 11.04 of the IssuersSenior Indenture and Section 3.03 of this Sixth Supplemental Indenture to the holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Sixth Supplemental Indenture. (e) (i) In the event that the Company or Boston Properties elects to: (A) distribute to all remaining outstanding Notes to be exchanged into shares or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (B) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Boston Properties or rights to purchase the Company’s or Boston Properties’ securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, holders may surrender the Notes for exchange at any time on and after the date that the Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a holder may surrender Notes for exchange at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the holder shall be entitled to the increase in the Exchange Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated effective date of the Fundamental Change. (iii) If Boston Properties is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, then the holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided that such transaction does not otherwise constitute a Fundamental Change to which the option set forth in clause (iiprovisions of Section 8.01(e)(ii) must be exercised by shall apply. The Company will notify holders of Notes at least 20 calendar days prior to the Issuers’ within 15 Business Days anticipated effective date of such transaction. If the Board of Directors determines the anticipated effective date of the satisfaction of transaction, such determination shall be conclusive and binding on the Issuers’ Exchange Condition. holders. (f) The Issuers will follow Notes shall be exchangeable at any time beginning on the procedures set forth in this Article 13 to settle the resulting Exchange Obligationfirst Business Day after any 30 consecutive Trading Day period during which Common Stock is not listed on either a U.S. national securities exchange.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article Thirteen8, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding May 18, 2013 at a rate (the “Exchange Rate”) of 8.9461 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount Note (the “Exchange Obligation”) under the circumstances and during the periods set forth below. On and after May 18, 2013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article 8 and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date. (b) A Holder of Notes shall have the right, at an initial such Holder’s option, to exchange rate of 666.6700 shares of Common Stock its Notes prior to May 18, 2013, during the five Business Day period immediately after any ten consecutive Trading Day period (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06, the “Exchange RateMeasurement Period”) in which the Trading Price per $1,000 principal amount of Notes (subject for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee. The Trustee shall have no obligation to determine the settlement provisions Trading Price of Sections 13.03 the Notes unless requested by the Company to do so in writing, and 13.04, the “Exchange Obligation”). (b) Notwithstanding any provision Company shall have no obligation to make such request unless a Noteholder of at least $1,000,000 aggregate principal amount of Notes provides the contrary herein (but subject to Section 13.04(b)), (i) in the event Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 100% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 100% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (or c) A Holder of Notes shall have the right, at such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallyHolder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2006, and without any further action required only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of any party30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be immediately cancelled subject to adjustment in accordance with this Article 8. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of Common Stock and notify the Company and the debt thereunder extinguished, and Trustee. (iid) in In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 11.04 of the IssuersSenior Indenture and Section 3.03 of this Fifth Supplemental Indenture to the holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a holder who has delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Fifth Supplemental Indenture. (e) (i) In the event that the Company or Boston Properties elects to: (A) distribute to all remaining outstanding Notes to be exchanged into shares or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the Exchange RateLast Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; provided or (B) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Boston Properties or rights to purchase the Company’s or Boston Properties’ securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, holders may surrender the Notes for exchange at any time on and after the date that the option set forth Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (iiA) must be exercised by the Issuers’ within 15 Business Days or clause (B) above and of the satisfaction of resulting exchange right no later than the Issuers’ Exchange Condition. The Issuers will follow 35th Business Day prior to the procedures set forth in this Article 13 to settle the resulting Exchange ObligationEx-Dividend Date for such distribution.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15, 2023 under the circumstances and during the periods set forth in Section 14.01(b); (ii) on or after September 15, 2023, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 12.0260 ADSs (subject to adjustment as provided in Sections 13.05 and 13.06Section 14.04 and, if applicable, Section 14.03, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding September 15, 2023, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) for exchange at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement Period”) in which the event that Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the Issuers’ Cancellation Condition procedures described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Company) shall be satisfied, have no obligation to determine the Trading Price per $120 million 1,000 principal amount of the Notes (or unless the Company has requested such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallydetermination, and without any further action required the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of any party, at least $1,000,000 principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be immediately cancelled less than 98% of the product of the Last Reported Sale Price of the ADSs and the debt thereunder extinguishedExchange Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on such Trading Day. (iiB) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the event that Trading Price condition has been met, the Issuers’ Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Condition Rate on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be satisfied, at the option deemed to be less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price of Common Stock at the ADSs and the Exchange Rate; provided that the option set forth in clause (ii) must be exercised by the Issuers’ within 15 Business Days Rate on each Trading Day of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures set forth in this Article 13 to settle the resulting Exchange Obligationsuch failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition15, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 15.01(b), at any time prior to the close of business on the Business Day immediately preceding July 31, 2023 under the circumstances and during the periods set forth in Section 15.01(b), and (ii) regardless of the conditions described in Section 15.01(b), at any time on or after July 31, 2023 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, for one fully paid ERPS (with a paid-up value of $1,000) per $1,000 principal amount of Notes, which ERPS shall immediately be exchanged at an initial exchange rate of 666.6700 71.3343 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 15, the “Exchange Rate”) per $1,000 principal amount of Notes ERPS (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04, Section 15.02) (the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding July 31, 2023, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with written notice that includes reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to obtain bids, or the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (ai) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”). (bj) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) in the event that the Issuers’ Cancellation Condition shall be satisfied, the Issuers shall no longer be obligated to effect any exchange otherwise required or permitted herein in respect of the first $120 million principal amount of the Notes issued hereunder (or such lesser amount as shall then be outstanding) and the Holders thereof shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled promptly deliver such Notes to the Issuers or Trustee for cancellation and the debt thereunder extinguishedshall be extinguished upon such surrender, and (ii) in the event that the Issuers’ Exchange Condition shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised by the Issuers’ within 15 Business Days of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures set forth in this Article 13 to settle the resulting Exchange Obligation. In the event the Holder does not surrender the Notes referred to in the option set forth in clause (i) for cancellation, the Issuers shall no longer have any obligation to pay principal and interest on such Notes after the date the Issuers’ Cancellation Condition was satisfied and such failure to pay such principal and interest shall not constitute an Event of Default.

Exchange Privilege. (a) Subject Holders may not exchange their Notes at any time on or prior to the Distribution Compliance Period End Date. After the Distribution Compliance Period End Date, subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 has an aggregate principal amount of US$200,000 or an integral multiple of US$1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding July 1, 2023 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after July 1, 2023 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 24.7795 ADSs (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $US$1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding July 1, 2023, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, $120 million Trading Price per US$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ADSs on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per US$1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per US$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ADSs on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate for such date, the Company shall, when such Trading Price is first greater than or equal to such amount, so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding July 1, 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time during the period from, and including, July 1, 2022 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 6.5713 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding July 1, 2022, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition‎‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15, 2025 under the circumstances and during the periods set forth in ‎‎Section 14.01(b), and (ii) on or after September 15, 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 47.1403 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this ‎‎Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04‎‎Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding September 15, 2025, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection ‎Section 14.01(b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Price shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection ‎(b)‎(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding March 15, 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time during the period from, and including, March 15, 2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 3.3028 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding March 15, 2026, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition8, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereofAuthorized Denomination) of such Note at any time prior to the close into cash, Ordinary Shares or a combination of business cash and Ordinary Shares (together with cash in lieu of , in each case, based on the Business Day immediately preceding the Maturity Date, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 129.1656 Ordinary Shares (subject to adjustment as provided in Sections 13.05 and 13.06this Article 8, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 8.02, the “Exchange Obligation”). (b) Notwithstanding any provision Notes may be exchanged only in the following circumstances and during the following times (except that, notwithstanding anything to the contrary herein in the Indenture or the Notes, in no event may any Note be exchanged after the Close of Business on the second (but subject to Section 13.04(b)), 2nd) Scheduled Trading Day immediately before the Maturity Date): (i) A Holder of Notes may surrender all or any portion of its Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2016 (and only during such calendar quarter), if the Last Reported Sale Price of the Ordinary Shares for each of at least twenty (20) Trading Days (whether or not consecutive) during the period of thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to one hundred and thirty percent (130%) of the Exchange Price for the Notes on such Trading Day. (ii) A Holder may surrender all or any portion of its Notes for exchange at any time during the five (5) Business Day period immediately after any ten (10) consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this clause (ii), for each Trading Day of the Notes Measurement Period was less than ninety eight percent (or such lesser amount as shall then be outstanding98%) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled the product of the Last Reported Sale Price of the Ordinary Shares and the debt thereunder extinguished, and Exchange Rate on such Trading Day (ii) in the event that the Issuers’ Exchange Condition shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option condition set forth in this sentence, the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this clause (ii) must and the definition of Trading Price. The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the Company has requested such determination in writing, and the Company will have no obligation to make such request (or seek bids itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be exercised less than ninety eight percent (98%) of the product of the Last Reported Sale Price per Ordinary Share and the Exchange Rate. If a Holder provides such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price per Ordinary Share on such Trading Day and the Exchange Rate on such Trading Day. If the Trading Price Condition has been met after determination as set forth above, then the Company will provide the Holders, the Trustee and the Exchange Agent with notice of the same. If, on any Trading Day after the Trading Price Condition has been met after determination as set forth above, the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price per Ordinary Share on such Trading Day and the Exchange Rate on such Trading Day, then the Company will provide the Holders, the Trustee and the Exchange Agent with notice of the same. (iii) If the Parent elects to: (A) issue, to all or substantially all holders of Ordinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Ordinary Shares and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be issued under this clause (A) upon their separation from the Ordinary Shares or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such issuance, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such issuance is announced; or (B) distribute, to all or substantially all holders of Ordinary Shares, the assets or debt securities of the Company or rights to subscribe for or purchase the Company’s securities (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Ordinary Shares and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be issued under this clause (B) upon their separation from the Ordinary Shares or upon the occurrence of such triggering event), which distribution per Ordinary Share has a value, as reasonably determined by the Issuers’ within 15 Business Days Company, exceeding fifteen percent (15%) of the satisfaction Last Reported Sale Price per Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company will provide notice of such issuance or distribution, and of the Issuers’ related right to exchange Notes, to Holders, the Trustee and the Exchange ConditionAgent at least forty-two (42) Scheduled Trading Days before the Ex-Dividend Date for such issuance or distribution; and (y) once the Company has given such notice, Holders may exchange their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such issuance or distribution will not take place; provided, however, that the Notes will not become exchangeable pursuant to clause (y) above (but the Company will be required to provide notice of such issuance or distribution pursuant to clause (x) above) on account of such issuance or distribution if each Holder participates, at the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder, in such issuance or distribution without having to exchange such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to the product of (I) the Exchange Rate in effect on the record date for such issuance or distribution; and (II) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date. (iv) If a Fundamental Change, Make-Whole Fundamental Change or Ordinary Share Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s or the Parent’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may exchange their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date). The Issuers No later than such effective date, the Company will follow provide notice to the procedures set forth Holders, the Trustee and the Exchange Agent of such transaction or event, such effective date and the related right to exchange Notes. (v) If the Company calls any Note for Redemption, then the Holder of such Note may exchange such Note at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in this Article 13 to settle full, at any time until such time as the resulting Exchange ObligationCompany pays such Redemption Price in full). (vi) A Holder may exchange its Notes at any time from, and including, January 1, 2021 until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding October 15, 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time during the period from, and including, October 15, 2029 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 3.4323 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding October 15, 2029, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereof) Authorized Denomination of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 1, 2029, under the circumstances and during the periods set forth in Section 14.01(b), but in no event prior to the Initial Exchange Date unless the conditions described in Section 14.01(b)(ii) or Section 14.01(b)(iii) are satisfied; and (ii) on or after September 1, 2029, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 666.6700 10,497.5856 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06Section 14.04 and, if applicable, Section 14.03, the “Exchange Rate”) per $1,000 250,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding September 1, 2029, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the event that five Business Day period after any ten consecutive Trading Day period (the Issuers’ Cancellation Condition “Measurement Period”) in which the Trading Price per $250,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Partnership) shall be satisfied, have no obligation to determine the Trading Price per $120 million 250,000 principal amount of the Notes (or unless the Partnership has requested such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallydetermination, and without any further action required the Partnership shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) at least $5,000,000 principal amount of Notes requests in the event writing that the Issuers’ Exchange Condition shall Partnership makes such a determination and provides the Partnership with reasonable evidence that the Trading Price per $250,000 principal amount of Notes would be satisfied, at the option less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price per share of Common Stock at and the Exchange Rate; provided that Rate on such Trading Day. At such time, the option set forth in clause Partnership shall instruct the Bid Solicitation Agent (iiif other than the Partnership) must be exercised by to determine, or if the Issuers’ within 15 Business Days Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $250,000 principal amount of the satisfaction Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $250,000 principal amount of Notes is greater than or equal to 98% of the Issuers’ product of the Last Reported Sale Price per share of Common Stock and the Exchange ConditionRate on such Trading Day. (B) If the Trading Price condition has been met, the Partnership shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. The Issuers will follow If, at any time after the procedures set forth Trading Price condition has been met, the Trading Price per $250,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Partnership shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in this Article 13 writing. (C) If the Partnership does not, when it is required to, instruct the Bid Solicitation Agent to settle (or, if the resulting Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $250,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange ObligationRate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereof) Authorized Denomination of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding August 15, 2024 under the circumstances and during the periods set forth in Section 14.01(b); (ii) on or after August 15, 2024, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 666.6700 24.4666 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06Section 14.04 and, if applicable, Section 14.03 or Section 16.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding August 15, 2024, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the event that five Business Day period after any ten consecutive Trading Day period (the Issuers’ Cancellation Condition “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Company) shall be satisfied, have no obligation to determine the Trading Price per $120 million 1,000 principal amount of the Notes (or unless the Company has requested such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallydetermination, and without any further action required the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) at least $1,000,000 principal amount of Notes requests in the event writing that the Issuers’ Exchange Condition shall Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be satisfied, at the option less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price per share of Common Stock at and the Exchange Rate; provided that Rate on such Trading Day. At such time, the option set forth in clause Company shall instruct the Bid Solicitation Agent (iiif other than the Company) must be exercised by to determine, or if the Issuers’ within 15 Business Days Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the satisfaction Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the Issuers’ product of the Last Reported Sale Price per share of Common Stock and the Exchange ConditionRate on such Trading Day. (B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. The Issuers will follow If, at any time after the procedures set forth Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in this Article 13 writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to settle (or, if the resulting Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange ObligationRate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if so long as the portion to be exchanged is $1,000 principal amount or an integral multiple thereof, and so long as the principal amount of such beneficial owner’s Notes not exchanged is at least $200,000) of such Note at any time prior to the earlier of (a) the time the Company delivers a Mandatory Exchange Notice in accordance with Section 14.13(c) (provided that if the Company delivers a Mandatory Exchange Notice in respect of a Note in accordance with Section 14.13(c) but does not consummate the Mandatory Exchange in respect of such Note on or before the third Business Day after the related Mandatory Exchange Date other than primarily due to a failure of such Holder or beneficial owner, as the case may be, to comply with its obligations in respect of such Mandatory Exchange (as reasonably determined by the Company), this clause (a) will no longer apply to such Note for purposes of such Mandatory Exchange Notice) and (b) the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 102.3018 ADSs (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision If, prior to the contrary herein (but subject to Section 13.04(b))close of business on the Business Day immediately preceding January 15, 2027, Avadel elects to: (i) issue to all or substantially all holders of the Ordinary Shares (directly or in the event form of ADSs) any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the Issuers’ Cancellation Condition shall be satisfied, $120 million principal amount average of the Notes Last Reported Sale Prices of the Ordinary Shares or the ADSs, as the case may be (or such lesser amount as shall divided by, in the case of the ADSs, the number of Ordinary Shares then be outstanding) shall no longer be exchangeable and shall automaticallyrepresented by one ADS), for the 10 consecutive Trading Day period ending on, and without any further action required including, the Trading Day immediately preceding the date of any party, be immediately cancelled and the debt thereunder extinguished, and announcement of such issuance; or (ii) distribute to all or substantially all holders of the Ordinary Shares (directly or in the event that form of ADSs) assets, securities or rights to purchase securities, which distribution has a per Ordinary Share value, as reasonably determined by Avadel’s Board of Directors, exceeding 10% of (i) the Issuers’ Exchange Condition shall be satisfied, at the option Last Reported Sale Price of the IssuersADSs on the Trading Day preceding the date of announcement for such distribution, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause divided by (ii) must be exercised the number of Ordinary Shares then represented by the Issuers’ within 15 Business Days of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures set forth in this Article 13 to settle the resulting Exchange Obligation.one ADS,

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereof) Authorized Denomination of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding April 15, 2028 under the circumstances and during the periods set forth in Section 14.01(b); (ii) on or after April 15, 2028, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 666.6700 36.8494 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06Section 14.04 and, if applicable, Section 14.03 or Section 16.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding April 15, 2028, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the event that five Business Day period after any ten consecutive Trading Day period (the Issuers’ Cancellation Condition “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures and conditions described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Companies) shall be satisfied, have no obligation to determine the Trading Price per $120 million 1,000 principal amount of the Notes (or unless the Companies have requested such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallydetermination, and without any further action required the Companies shall have no obligation to make such request (or, if the Companies are acting as Bid Solicitation Agent, the Companies shall have no obligation to determine the Trading Price) unless a Holder of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) at least $1,000,000 principal amount of Notes requests in the event writing that the Issuers’ Exchange Condition shall Companies make such a determination and provide the Companies with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be satisfied, at the option less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price per share of Common Stock at and the Exchange Rate; provided that Rate on such Trading Day. At such time, the option set forth in clause Companies shall instruct the Bid Solicitation Agent (iiif other than the Companies) must be exercised by to determine, or if the Issuers’ within 15 Business Days Companies are acting as Bid Solicitation Agent, the Companies shall determine, the Trading Price per $1,000 principal amount of the satisfaction Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the Issuers’ product of the Last Reported Sale Price per share of Common Stock and the Exchange ConditionRate on such Trading Day. (B) If the Trading Price condition has been met, the Companies shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. The Issuers will follow If, at any time after the procedures set forth Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Companies shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in this Article 13 writing. (C) If the Companies do not, when they are required to, instruct the Bid Solicitation Agent to settle (or, if the resulting Companies are acting as Bid Solicitation Agent, they do not) obtain bids, or if the Companies give such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Companies are acting as Bid Solicitation Agent, they fail to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange ObligationRate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article ThirteenVIII, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding October 15, 2012 at a rate (the Maturity Date, at an initial exchange rate “Exchange Rate”) of 666.6700 5.4874 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04, the “Exchange Obligation”)) under the circumstances and during the periods set forth below. On and after October 15, 2012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the scheduled Trading Day immediately preceding the Maturity Date at an Exchange Rate of 5.4874 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes. (b1) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to exchange its Notes prior to October 15, 2012, during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall select three independent nationally recognized securities dealers (or each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such lesser amount as shall then be outstanding) shall no longer be exchangeable determination to the Company and shall automaticallythe Trustee in writing, and without any further action required the Company shall instruct the Independent Securities Dealers to provide a secondary market quotation for the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of any party, be immediately cancelled the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the debt thereunder extinguishedthen-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (iic) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended December 31, 2007, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 1104 of the IssuersBase Indenture and Section 3.03 of this Annex B of the Twelfth Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Annex B of the Twelfth Supplemental Indenture. (e) (1) In the event that the Company or Parent elects to: (A) distribute to all remaining outstanding Notes or substantially all holders of Common Stock rights entitling them to be exchanged into purchase, for a period expiring within 60 days, shares of Common Stock at a price less than the Exchange RateLast Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; provided or (B) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Parent or rights to purchase the Company’s or Parent’s securities, which distribution has a per share value (as determined by the Board of Trustees) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for exchange at any time on and after the date that Parent provides notice to Holders referred to in the option set forth next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date Parent announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (iiA) must be exercised by the Issuers’ within 15 Business Days or clause (B) above and of the satisfaction of resulting exchange right no later than the Issuers’ Exchange Condition. The Issuers will follow 35th Business Day prior to the procedures set forth in this Article 13 to settle the resulting Exchange ObligationEx-Dividend Date for such distribution.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding July 1, 2035, and other than during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), (x) at any time during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, and (y) on or after July 1, 2035 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 10.4827 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 this Article 14 and 13.06in the Registration Rights Agreement, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding July 1, 2035, and other than during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required Measurement Period was less than 98% of any party, be immediately cancelled the product of the Last Reported Sale Price of the Common Stock and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange ObligationRate, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article Thirteen8, upon Satisfaction of the Exchange Privilege Condition, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note Notes held by such Holder at any time prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity DateJanuary 1, 2014 at an initial exchange a rate of 666.6700 8.5051 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment by the Company as provided in Sections 13.05 and 13.06Section 8.04, the “Exchange Rate”) per $1,000 principal amount of Notes under the circumstances and during the periods set forth below (subject the “Enumerated Exchange Obligations”). In addition, on or after January 1, 2014, Holders may exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of Notes held by such Holder at the settlement provisions Exchange Rate per $1,000 principal amount of Sections 13.03 Notes until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date (the “Maturity Exchange Obligation,” and 13.04together with the Enumerated Exchange Obligations, the “Exchange Obligation”). (b) Notwithstanding A Holder of Notes shall have the right, at such Holder’s option, to surrender Notes for exchange during the five Business Day period immediately after any provision to ten consecutive Trading Day period (the contrary herein (but subject to Section 13.04(b)), (i“Measurement Period”) in which the event Trading Price per $1,000 principal amount of Notes for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the Exchange Rate on such date, all as determined by the Trustee. The Trustee shall have no obligation to determine the Trading Price of the Notes unless requested by the Company to do so in writing, and the Company shall have no obligation to make such request unless a Holder or Holders of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price at such time and the then-applicable Exchange Rate, at which time the Company shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders. If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price on such date and the then-applicable Exchange Rate, the Company shall so notify the Holders. (or c) A Holder of Notes shall have the right, at such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automaticallyHolder’s option, to surrender Notes for exchange during any fiscal quarter after the fiscal quarter ending September 30, 2008, but only during such fiscal quarter, if the Last Reported Sale Price of the Common Stock for each of at least 20 Trading Days during the period of 30 consecutive Trading Days ending on, and without any further action required including, the last Trading Day of any partythe immediately preceding fiscal quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be immediately cancelled subject to adjustment in accordance with this Article 8. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each fiscal quarter whether the Notes are exchangeable as a result of the price of Common Stock and notify the Company and the debt thereunder extinguished, and Trustee. (iid) in In the event that the Issuers’ Exchange Condition shall be satisfied, at the option Company has delivered a notice of redemption in accordance with Section 11.04 of the IssuersSenior Indenture and Section 3.03 of this Seventh Supplemental Indenture to the Holders of Notes, a Holder of Notes may surrender Notes for exchange at any time prior to the Issuers close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may cause not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Seventh Supplemental Indenture. (e) (i) In the event that the Company or Boston Properties elects to: (A) distribute to all remaining outstanding Notes to be exchanged into shares or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (B) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or Boston Properties or rights to purchase the Company’s or Boston Properties’ securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution, then, in either case, holders may surrender the Notes for exchange at any time on and after the date that the Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a holder may surrender Notes for exchange at any time from and after the 30th Scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the holder shall be entitled to the increase in the Exchange Rate, if any, specified in Section 8.01(g) upon the consummation (if any) of the Fundamental Change. The Company shall give notice to all record Holders and the Trustee of the anticipated effective date of the Fundamental Change, and issue a press release, promptly after the Company first determines the anticipated effective date of the Fundamental Change; provided that the option set forth Company will not be required to give such notice more than 30 Scheduled Trading Days in clause advance of such anticipated effective date. (iiiii) must If Boston Properties is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the Common Stock would be exercised converted into cash, securities and/or other property, then the holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Issuers’ within 15 Business Days Company as the anticipated effective date of the satisfaction transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction unless: (x) the persons that “beneficially owned,” directly or indirectly, shares of Boston Properties voting stock immediately prior to such transaction beneficially own, directly or indirectly, shares of voting stock representing a majority of the Issuerstotal voting power of all outstanding classes of voting stock of the surviving or transferee person or a parent thereof, (y) such transaction is effected solely for the purpose of changing Boston Properties’ Exchange Conditionjurisdiction of incorporation and results in a reclassification, exchange or exchange of outstanding shares of common stock, if at all, solely into shares of the surviving entity or a direct or indirect parent of the surviving entity or (z) the transaction is between or among Boston Properties, the Company or their respective subsidiaries; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 8.01(e)(ii) shall apply. The Issuers Company will follow notify holders of Notes promptly after first determining the procedures set forth anticipated effective date of such transaction; provided that the Company will not be required to give such notice more than 20 calendar days in this Article 13 to settle advance of such anticipated effective date. If the resulting Exchange ObligationBoard of Directors determines the anticipated effective date of the transaction, such determination shall be conclusive and binding on the Holders.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note solely into cash (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding December 15, 2022, and (ii) irrespective of the conditions described in Section 14.01(b), during the period from, and including, December 15, 2022 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity DateDate , in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 29.9679 Ordinary Shares (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). The Notes shall not be exchangeable into Ordinary Shares or any other securities under any circumstances. (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding December 15, 2022, a Holder may surrender its Notes for exchange solely into cash during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes , as determined following a request by a Holder of Notes in accordance with this subsection 14.01(b)(i), for each Trading Day of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required Measurement Period was less than 98% of any party, be immediately cancelled the product of the Last Reported Sale Price of the Ordinary Shares and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day . The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection 14.01(b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture . The Bid Solicitation Agent shall have no obligation to settle determine the resulting Trading Price per $1,000 principal amount of Notes unless the Company has requested it in writing to make such determination in writing, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange ObligationRate , at which time the Company shall instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Note s in accordance with the provisions of the definition of Trading Price set forth in this Indenture beginning on the next Trading Day and on each successive Trading Day until the Trading Price per Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate . If on any date of determination (i) the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000 ,000 principal amount of Notes from an independent nationally recognized securities dealer on any determination date, (ii) the Company has failed to request the Bid Solicitation Agent to obtain bids when required, (iii) the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids or (iv) the Bid Solicitation Agent has obtained one or more such bids but the Company has failed to determine the Trading Price per $1,000 principal amount of Notes for the relevant day, then, in any such case, the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate for the Notes on such date. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee ). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate , the Company shall so notify the Holders of the Notes , the Trustee and the Exchange Agent (if other than the Trustee ).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition10, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal Principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 10.01(b), at any time prior to the close of business on the Business Day immediately preceding August 15, 2019 under the circumstances and during the periods set forth in Section 10.01(b), and (ii) irrespective of the conditions described in Section 10.01(b), during the period from, and including, August 15, 2019 to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 185.1852 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 10, the “Exchange Rate”) per $1,000 principal Principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 10.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding August 15, 2019, the Notes may be surrendered for exchange during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 Principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in the event Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 Principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder provides the Company with reasonable evidence that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million principal 1,000 Principal amount of the Notes (or such lesser amount as shall then would be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition shall be satisfied, at the option less than 98% of the Issuers, product of the Issuers may cause all remaining outstanding Notes to be exchanged into shares Last Reported Sale Price of the Common Stock at and the Exchange Rate; , at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 Principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 Principal amount of Notes when obligated as provided that in the option preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 Principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth in clause above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (ii) must be exercised by if other than the Issuers’ within 15 Business Days Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 Principal amount of Notes is greater than or equal to 98% of the satisfaction product of the Issuers’ Last Reported Sale Price of the Common Stock and the applicable Exchange Condition. The Issuers will follow Rate, the procedures set forth in this Article 13 to settle Company shall so notify the resulting Holders of the Notes, the Trustee and the Exchange ObligationAgent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange solely into cash all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time on or after September 15, 2025 and prior to the close of business on second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 16.3980 Ordinary Shares (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04, Section 14.02) (the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding September 15, 2025, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required Measurement Period was less than 98% of any party, be immediately cancelled the product of the Last Reported Sale Price of the Ordinary Shares and the debt thereunder extinguished, Exchange Rate on each such Trading Day and the Exchange Rate on each such Trading Day (ii) in the event that the Issuers’ Exchange Condition “Trading Price Condition”). The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit bids as described above unless the Company has requested such solicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to solicit such bids) unless one or more Holders of at least $2,000,000 in aggregate principal amount of Notes provides the Company reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to solicit bids, or the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing or within one Business Day of such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing that the Trading Price condition is no longer met, and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as described above.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege ConditionIX, each Holder of a Note shall will have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or in an integral multiple thereofAuthorized Denomination) of such Note (i) subject to satisfaction of the conditions provided in Section 9.01(b), at any time prior to the close of business on the Business Day immediately preceding March 1, 2023, under the circumstances and during the periods set forth in Section 9.01(b), and (ii) irrespective of the conditions provided in Section 9.01(b), on or after March 1, 2023, and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, at in each case, based on an initial exchange rate Exchange Rate of 666.6700 22.4090 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06Section 9.04, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 13.03 and 13.04Section 9.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding March 1, 2023, the Notes may be surrendered for exchange during the five Business-Day period immediately after any ten consecutive Trading-Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required Measurement Period was less than 98% of any party, be immediately cancelled the product of the Last Reported Sale Price of the Common Stock and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition shall Rate on each such Trading Day. The Trading Prices will be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Supplemental Indenture. The Company will provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) will have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company will have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company will have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange ObligationRate, at which time the Company will instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company will determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company will so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Exchange Rate, the Company will so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding July 1, 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time during the period from, and including, July 1, 2022 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 6.571314.1835 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding July 1, 2022, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding October 15, 2029 under the circumstances and during the periods set forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), at any time during the period from, and including, October 15, 2029 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 3.43237.4083 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this ‎Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04‎Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding October 15, 2029, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereofthereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding March 15, 2026 under the circumstances and during the periods set forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), at any time during the period from, and including, March 15, 2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 3.30287.1288 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) (subject to adjustment as provided in Sections 13.05 and 13.06this ‎Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04‎Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding March 15, 2026, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this Article Thirteen, upon Satisfaction of the Exchange Privilege Condition14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if so long as the portion to be exchanged is $1,000 principal amount or an integral multiple thereof, and so long as the principal amount of such beneficial owner’s Notes not exchanged is at least $200,000) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding May 1, 2023 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after May 1, 2023 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial exchange rate of 666.6700 shares of Common Stock (equivalent to an initial exchange price of approximately $1.50 per share) 92.6956 ADSs (subject to adjustment as provided in Sections 13.05 and 13.06this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Sections 13.03 and 13.04Section 14.02, the “Exchange Obligation”). (b) Notwithstanding any provision to the contrary herein (but subject to Section 13.04(b)), (i) Prior to the close of business on the Business Day immediately preceding May 1, 2023, a Holder may surrender all or any portion of its Notes for exchange at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the event that the Issuers’ Cancellation Condition shall be satisfied, Trading Price per $120 million 1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Notes (or Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ADSs on each such lesser amount as shall then be outstanding) shall no longer be exchangeable and shall automatically, and without any further action required of any party, be immediately cancelled Trading Day and the debt thereunder extinguished, and (ii) in the event that the Issuers’ Exchange Condition Rate on each such Trading Day. The Trading Prices shall be satisfied, at the option of the Issuers, the Issuers may cause all remaining outstanding Notes to be exchanged into shares of Common Stock at the Exchange Rate; provided that the option set forth in clause (ii) must be exercised determined by the Issuers’ within 15 Business Days Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of the satisfaction of the Issuers’ Exchange Condition. The Issuers will follow the procedures Trading Price set forth in this Article 13 Indenture. The Company shall provide written notice to settle the resulting Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ADSs on such Trading Day and the Exchange ObligationRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to do so, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).