Common use of Purchase Notice Clause in Contracts

Purchase Notice. A Holder’s election to require the Company to purchase such Holder’s Debentures on the Put Purchase Date shall be evidenced by a written notice of purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice shall state: (a) the certificate numbers of the Holder’s Debentures (if the Debentures are in certificated form) to be delivered for purchase; (b) the percentage of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereof; and (c) that the Debentures are to be purchased by the Company pursuant to the applicable provisions of the Debentures and this Indenture. In addition, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease to be outstanding and interest on such Debentures will cease to accrue, whether or not such Debentures are delivered to the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice.

Purchase Notice. A Holder’s election TO: LIN TELEVISION CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER") regarding the right of holders to elect to require the Company Issuer to purchase such Holder’s Debentures on the Put Purchase Date shall be evidenced by a written notice of Securities and requests and instructs the Issuer to purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice shall state: (a) the certificate numbers of the Holder’s Debentures (if the Debentures are in certificated form) to be delivered for purchase; (b) the percentage of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original entire Principal Amount of this Security, or portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture at the price of 100% of the Principal Amount or proportional portion thereof, together with accrued interest (including Contingent Interest and integral multiples of $1,000 Liquidated Damages, if any) to, but excluding, the Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in excess thereof; and (c) that the Debentures are to Indenture. The Securities shall be purchased by the Company Issuer as of the applicable Purchase Date pursuant to the applicable provisions terms and conditions specified in the Indenture. This election is made pursuant to Article 15, Purchase at Option of Holders at May 15, 2008, 2013, 2018, 2023 and 2028. Dated: Signature(s): NOTICE: The above signatures of the Debentures holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. Security Certificate Number (if applicable): Principal Amount to be purchased (if less than all): Social Security or Other Taxpayer Identification Number: OPTION OF HOLDER TO ELECT PURCHASE UPON FUNDAMENTAL CHANGE TO: LIN TELEVISION CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER") regarding the right of holders to elect to require the Issuer to purchase the Securities upon a Fundamental Change and requests and instructs the Issuer pursuant to Section 16.01 to purchase the entire Principal Amount of this Indenture. In additionSecurity, or portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture at the price of 100% of the Principal Amount or proportional portion thereof, together with accrued interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Fundamental Change Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease to be outstanding and interest on such Debentures will cease to accrue, whether or not such Debentures are delivered to the Paying Agentregistered holder hereof. After Capitalized terms used herein but not defined shall have the Debentures cease meanings ascribed to such terms in the Indenture. The Securities shall be outstanding, all other rights repurchased by the Issuer as of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Fundamental Change Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules terms and regulations of conditions specified in the DepositaryIndenture. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice.Dated:

Purchase Notice. A Holder’s election If, at any time during the period commencing on the Effective Date and continuing until the fifth (5th) anniversary of the Effective Date (the “Term”), any of the CAMAC Parties desires to require consummate a Restricted Sale, it shall negotiate with the Company prospective buyer (“Prospective Buyer”) a bona fide definitive purchase and sale agreement or other appropriate agreement for the transfer, license or other disposition (a “Final PSA”) to purchase the Subject Asset, or any part thereof. Within fourteen (14) days after the commencement of such negotiations, the applicable CAMAC Party shall notify PAPI that such negotiations are taking place. Upon negotiating the Final PSA, the applicable CAMAC Party shall not execute such Final PSA without first extending an offer to purchase such HolderSubject Asset to PAPI on substantially the same terms as the Prospective Buyer, by sending to PAPI a notice indicating its intention to sell the Subject Asset, which notice shall include an accurate and complete copy of such Final PSA, including the proposed purchase price of the Subject Asset, and the Prospective Buyer’s Debentures on name and address (the Put Purchase Date shall be evidenced by a written notice of purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior Seller shall also provide PAPI with access to the Put Purchase DateSubject Asset and any information reasonably requested by PAPI regarding the Subject Asset. Any such Purchase Notice shall state: Within thirty (a30) the certificate numbers of the Holder’s Debentures (if the Debentures are in certificated form) to be delivered for purchase; (b) the percentage of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereof; and (c) that the Debentures are to be purchased by the Company pursuant to the applicable provisions of the Debentures and this Indenture. In addition, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder days after its receipt of the Purchase Notice, PAPI shall advise Seller in writing as to whether PAPI desires to purchase the Subject Asset on the terms set forth in the Final PSA. If PAPI elects not to purchase the Subject Asset on the terms set forth in the Final PSA or fails to respond to the Purchase Notice within such thirty (together with all necessary endorsements30) at the offices of the Paying Agentday period, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price Seller shall be so paid pursuant free to this Article XII only if proceed to execute such Final PSA with the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease to be outstanding and interest on such Debentures will cease to accrue, whether or not such Debentures are delivered to the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price Prospective Buyer in accordance with this Article XIISection 2.3. Any If PAPI elects to purchase contemplated by this Article XII the Subject Asset on the terms set forth in the Final PSA, PAPI shall be consummated by deliver to Seller a written notice indicating its desire to purchase the delivery Subject Asset, and Seller and PAPI shall sign a final purchase and sale agreement reflecting the terms of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase NoticeFinal PSA.

Purchase Notice. A Holder’s election to require the Company to purchase such Holder’s Debentures on the Put Purchase Date shall be evidenced by Holder may exercise its right specified in Section 4.1(a) upon delivery of a written notice of purchase (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the form case of Exhibit C attached hereto Global Securities, may be delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Purchase Notice”), to a Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Purchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date. The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice shall state: (a1) if Certificated Securities are to be delivered, the certificate numbers number of the Holder’s Debentures (if Security that the Debentures are in certificated form) Holder shall deliver to be delivered for purchasepurchased; (b2) the percentage portion of the principal amount of the Debentures Security that the Holder shall deliver to be purchased, which portion must be in minimum denominations of Original Principal Amount principal amounts of $1,000 and or an integral multiples of $1,000 in excess multiple thereof; and (c3) that the Debentures are to such Security shall be purchased by the Company as of the Purchase Date pursuant to the applicable provisions terms and conditions specified in paragraph 6 of the Debentures Securities and in this Indenture. In addition, the Holder shall deliver The delivery of such Debentures as Security to which a Purchase Notice has been delivered to the any Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices office of the such Paying Agent, such delivery being Agent shall be a condition to the receipt by the Holder of the Put Purchase Price thereforPrice; provided, however, provided that the Put such Purchase Price shall be so paid pursuant to this Article XII this Section 4.1 only if the Debentures Security so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Article 4 that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease contemplated by this Section 4.1(c) shall have the right to be outstanding and interest withdraw such Purchase Notice at any time prior to 5:00 p.m., New York City time, on such Debentures will cease the Business Day immediately preceding to accrue, whether or not such Debentures are delivered the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price Agent in accordance with this Article XIISection 4.2. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The A Paying Agent shall promptly notify the Company of the receipt by it of any Purchase NoticeNotice or written notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Purchase Notice. A Holder’s election Within three Business Days following the occurrence of a Mandatory Purchase Event, the Purchaser shall mail, or deliver to require the Company Transfer Agent for mailing and cause the Transfer Agent to purchase such Holder’s Debentures on mail, to the Put Purchase Date shall be evidenced by record holders of the Listed Shares described in Section 2.2(a), a written notice of purchase in (the form of Exhibit C attached hereto (a “Mandatory Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice ) which shall state: (a) That a Mandatory Purchase Event has occurred and that pursuant to the certificate numbers provisions of the Holder’s Debentures (if LLC Agreement and these Purchase Provisions the Debentures Purchaser will purchase all of the outstanding Listed Shares that are in certificated form) to be delivered for purchasenot held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) the percentage A brief description of the principal circumstances and relevant facts regarding the Mandatory Purchase Event; (c) The dollar amount per Listed Share of the Debentures to Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchasedpurchased (the “Purchase Date”), which must shall be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereofno later than five Business Days from the date the Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (ce) that The instructions a holder of Listed Shares must follow, including any other documents such holder must deliver, in order to receive the Debentures are Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to be purchased a record holder of Listed Shares at such holder’s address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.2, or delivered by the Company pursuant Purchaser to the applicable provisions of the Debentures and this Indenture. In additionTransfer Agent for mailing to such holders, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant conclusively presumed to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has have been delivered will cease to be outstanding and interest on such Debentures will cease to accruegiven, whether or not such Debentures are delivered holder receives such notice. Failure to give any such notice to any particular holder or holders shall not affect the Paying Agent. After the Debentures cease to be outstanding, all other rights validity of the Holder of such Debentures shall terminate, other than the right to receive the Put Mandatory Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any these Purchase NoticeProvisions.

Purchase Notice. A Holder’s election If, at any time during the period beginning on the Effective Date and continuing until seven years and six months from the date thereof, any of the Allied Parties desires to require consummate a Restricted Sale, it shall negotiate with the Company prospective buyer (“Prospective Buyer”) a bona fide definitive purchase and sale agreement or other appropriate agreement for the transfer, license or other disposition (a “Final PSA”) to purchase the Subject Asset, or any part thereof. Within fourteen (14) days after the commencement of such negotiations, the applicable Allied Party shall notify CEI that such negotiations are taking place. Upon negotiating the Final PSA, the applicable Allied Party shall not execute such Final PSA without first extending an offer to purchase such HolderSubject Asset to CEI on substantially the same terms as the Prospective Buyer, by sending to CEI a notice indicating its intention to sell the Subject Asset, which notice shall include an accurate and complete copy of such Final PSA, including the proposed purchase price of the Subject Asset, and the Prospective Buyer’s Debentures on name and address (the Put Purchase Date shall be evidenced by a written notice of purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The applicable Allied Party shall also provide CEI with access to the Subject Asset and any information reasonably requested by CEI regarding the Subject Asset. Within thirty (30) days after its receipt of the Purchase Notice, CEI shall advise the applicable Allied Party in writing as to whether CEI desires to purchase the Subject Asset on the terms set forth in the Final PSA. If CEI elects not to purchase the Subject Asset on the terms set forth in the Final PSA or fails to respond to the Purchase Notice will within such thirty (30) day period, the applicable Allied Party shall be irrevocable and must be received by free to proceed to execute such Final PSA with the Paying Agent no later than Prospective Buyer in accordance with Section 2.3. If CEI elects to purchase the close of business Subject Asset on the second Scheduled Trading Day prior to terms set forth in the Put Purchase Date. Any such Purchase Notice Final PSA, CEI shall state: (a) the certificate numbers of the Holder’s Debentures (if the Debentures are in certificated form) to be delivered for purchase; (b) the percentage of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereof; and (c) that the Debentures are to be purchased by the Company pursuant deliver to the applicable provisions Allied Party a written notice indicating its desire to purchase the Subject Asset, and the applicable Allied Party and CEI shall sign a final purchase and sale agreement reflecting the terms of the Debentures and this Indenture. In addition, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease to be outstanding and interest on such Debentures will cease to accrue, whether or not such Debentures are delivered to the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase NoticeFinal PSA.

Purchase Notice. A Holder’s election to require Within three Business Days following the Company to purchase such Holder’s Debentures on occurrence of a Mandatory Purchase Event, the Put Purchase Date Purchaser shall be evidenced by a written notice of purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior mail, or deliver to the Put Purchase Date. Any such Purchase Notice Transfer Agent for mailing and cause the Transfer Agent to mail, to the record holders of the Listed Shares described in Section 2.02, a notice (the "MANDATORY PURCHASE NOTICE") which shall state: (a) that a Mandatory Purchase Event has occurred and that pursuant to the certificate numbers provisions of the Holder’s Debentures (if LLC Agreement and these Purchase Provisions the Debentures Purchaser will purchase all of the outstanding Listed Shares that are in certificated form) to be delivered for purchasenot held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) the percentage a brief description of the principal circumstances and relevant facts regarding the Mandatory Purchase Event; (c) the dollar amount per Listed Share of the Debentures to Mandatory Purchase Price; (d) the date on which the Listed Shares will be purchasedpurchased (the "PURCHASE DATE"), which must shall be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereofno later than five Business Days from the date the Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (ce) that the Debentures are instructions a holder of Listed Shares must follow, including any other documents such holder must deliver, in order to be purchased receive the Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to a record holder of Listed Shares at such holder's address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.02, or delivered by the Company pursuant Purchaser to the applicable provisions of the Debentures and this Indenture. In additionTransfer Agent for mailing to such holders, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant conclusively presumed to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has have been delivered will cease to be outstanding and interest on such Debentures will cease to accruegiven, whether or not such Debentures are delivered holder receives such notice. Failure to give any such notice to any particular holder or holders shall not affect the Paying Agent. After the Debentures cease to be outstanding, all other rights validity of the Holder of such Debentures shall terminate, other than the right to receive the Put Mandatory Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any these Purchase NoticeProvisions.

Purchase Notice. A Holder’s election Within three Business Days following the occurrence of the Mandatory Purchase Event, the Purchaser shall mail, or deliver to require the Company Transfer Agent for mailing and cause the Transfer Agent to purchase such Holder’s Debentures on mail, to the Put Purchase Date shall be evidenced by record holders of the Listed Shares described in Section 2.2(a), a written notice of purchase in (the form of Exhibit C attached hereto (a “"Mandatory Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice ") which shall state: (a) That a Mandatory Purchase Event has occurred and that pursuant to the certificate numbers provisions of the Holder’s Debentures (if LLC Agreement and these Purchase Provisions the Debentures Purchaser will purchase all of the outstanding Listed Shares that are in certificated form) to be delivered for purchasenot held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) the percentage A brief description of the principal circumstances and relevant facts regarding the Mandatory Purchase Event; (c) The dollar amount per Listed Share of the Debentures to Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchasedpurchased (the "Purchase Date"), which must shall be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereofno later than five Business Days from the date the Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (ce) that The instructions a holder must follow, including any other documents a holder of Listed Shares must deliver, in order to receive the Debentures are Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to be purchased a record holder of Listed Shares at his address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.2, or delivered by the Company pursuant Purchaser to the applicable provisions of the Debentures and this Indenture. In additionTransfer Agent for mailing to such holders, the Holder shall deliver such Debentures as to which a Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant conclusively presumed to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has have been delivered will cease to be outstanding and interest on such Debentures will cease to accruegiven, whether or not such Debentures are delivered holder receives such notice. Failure to give any such notice to any particular holder or holders shall not affect the Paying Agentvalidity of the Mandatory Purchase pursuant to these Purchase Provisions. After The Mandatory Purchase Price for any fractional Listed Share shall be the Debentures cease Mandatory Purchase Price for a whole Listed Share times the fraction of the Listed Share to be purchased. In determining whether any fractional Listed Shares are outstanding, all other rights certificates registered in the name of the Holder same holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII Listed Shares shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Noticeaggregated.

Purchase Notice. A Holder’s election Certificate No. of Security: 1 If you want to require the Company elect to purchase such Holder’s Debentures on the Put Purchase Date shall be evidenced by a written notice of purchase in the form of Exhibit C attached hereto (a “Purchase Notice”). The Purchase Notice will be irrevocable and must be received by the Paying Agent no later than the close of business on the second Scheduled Trading Day prior to the Put Purchase Date. Any such Purchase Notice shall state: (a) the certificate numbers of the Holder’s Debentures (if the Debentures are in certificated form) to be delivered for purchase; (b) the percentage of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereof; and (c) that the Debentures are to be have this Security purchased by the Company pursuant to the applicable provisions Section 3.08 of the Debentures and Indenture, check the box: ¨ If you want to elect to have this Security purchased by the Company pursuant to Section 3.09 of the Indenture. In addition, check the Holder shall deliver box: ¨ If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.08 or Section 3.09 of the Indenture, as applicable, state the principal amount to be so purchased by the Company: Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such Debentures as to which a Purchase Notice has been delivered other guarantee program acceptable to the Paying Agent at any time Trustee.) SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY1 The following delivery by the Holder exchanges of the Purchase Notice a part of this Global Security for an interest in another Global Security or for Securities in certificated form, have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal amount of this Global Security Principal Amount of this Global Security Following such Decrease or Increase Signature of Authorized Signatory of Trustee or Note Custodian 1 This is included in Global Securities only. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (together with all necessary endorsementsTHE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER [(1) at the offices of the Paying AgentREPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid pursuant to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase Notice. If the Paying Agent holds sufficient cash or Reference Shares as described in Section 12.04, immediately after the Put Purchase Date, the Debentures with respect to which a Purchase Notice has been delivered will cease to be outstanding and interest on such Debentures will cease to accrue, whether or not such Debentures are delivered to the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase contemplated by this Article XII shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Purchase Date and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice.AND

Purchase Notice. A Holder’s election At any time and from time to require time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to purchase such Holder’s Debentures Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. A Purchase Notice shall be deemed delivered on the Put Business Day that Exhibit A (Form of Purchase Date Notice) is received by email by the Investor, however, the next Business Day shall be evidenced the Purchase Notice Date if the applicable Form of Purchase Notice is received by a written notice of purchase in the form of Exhibit C attached hereto Investor after 9:00 am New York Time, unless waived by the Investor (a the “Purchase NoticeNotice Date”). The Receipt of the Ordinary Shares constituting the applicable Purchase Notice will be irrevocable and Shares in each Purchase Notice to the Investor as DWAC Shares must be received by the Paying Agent no later than the close of business occur prior to 5:00 p.m., New York City time, on the second Scheduled Trading Day following the Purchase Notice Date (the “Delivery Cutoff”). In the event that any Purchase Notice Shares are not delivered prior to the Put Purchase Date. Any such Purchase Notice applicable Delivery Cutoff, the Company shall state: (a) immediately pay a late fee to the certificate numbers Investor equal to 105% of the HolderInvestor’s Debentures (if cost to purchase a number of Ordinary Shares equal to the Debentures are in certificated form) to be delivered for purchase; (b) the percentage number of the principal amount of the Debentures to be purchased, which must be in minimum denominations of Original Principal Amount of $1,000 and integral multiples of $1,000 in excess thereof; and (c) shares that the Debentures are Company failed to be purchased by the timely deliver. The Company pursuant shall not issue any fraction of Ordinary Shares to the applicable provisions of the Debentures and this Indenture. In addition, the Holder shall deliver such Debentures as to which a Investor in connection with any Purchase Notice has been delivered to the Paying Agent at any time following delivery by the Holder of the Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Purchase Price therefor; provided, however, that the Put Purchase Price shall be so paid effected pursuant to this Article XII only if the Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof contained in the related Purchase NoticeAgreement. If the Paying Agent holds sufficient cash or Reference Shares as described issuance would result in Section 12.04, immediately after the Put Purchase Dateissuance of a fraction of Ordinary Shares, the Debentures with respect Company shall round such fraction of Ordinary Shares down to which a Purchase Notice has been delivered will cease the nearest whole share. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be outstanding and interest on such Debentures will cease to accrue, whether performed or not such Debentures are delivered to fulfilled by it under this Agreement so that the Paying Agent. After the Debentures cease to be outstanding, all other rights of the Holder of such Debentures shall terminate, other than the right to receive the Put Purchase Price in accordance with this Article XII. Any purchase transactions contemplated by this Article XII hereby shall be consummated by the delivery of the consideration as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be received by the Holder promptly following the later taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of the Put Purchase Date this Agreement and the time of delivery of the Debenture. Notwithstanding the foregoing, if the Debentures are evidenced by a Global Debenture, the Purchase Notice and the method of the delivery of the Debentures to be purchased may instead be in such form and pursuant to such method as may be permitted under the rules and regulations of the Depositary. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice.transactions contemplated herein