Conversion Rate per Share of Mandatory Convertible Preferred Stock. Upon conversion on the Mandatory Conversion Date, each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted or redeemed, will automatically convert into a number of shares of Common Stock equal to not more than 2.1739 shares of Common Stock and not less than 1.7892 shares of Common Stock, (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the Applicable Market Value (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of the Common Stock, as described below and subject to certain anti-dilution adjustments. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement, based on the Applicable Market Value of the Common Stock: Applicable Market Value of the Common Stock Conversion Rate (number of shares of Common Stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Less than the Initial Price 1.7892 shares of Common Stock Between 1.7892 and 2.1739 shares of Common Stock, determined by dividing $100.00 by the Applicable Market Value 2.1739 shares of Common Stock Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), a holder of Mandatory Convertible Preferred Stock may, at any time prior to January 15, 2022, elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion Rate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, as described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change: If a Fundamental Change (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) occurs on or prior to January 15, 2022, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Common Stock or Units of Exchange Property (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) at the Fundamental Change Conversion Rate (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) during the period beginning on, and including, the Fundamental Change Effective Date (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of such Fundamental Change and ending on, and including, the date that is 20 calendar days after such Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after holders receive notice of such Fundamental Change, but in no event later than January 15, 2022). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) and to the extent there is any, the Accumulated Dividend Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement). The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Fundamental Change Effective Date and the Fundamental Change Share Price: Fundamental Change Share Price Fundamental Change Effective Date $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $46.00 $50.00 $55.89 $65.00 $80.00 $100.00 $120.00 $140.00 January 18, 2019 1.6394 1.7401 1.7787 1.7867 1.7807 1.7693 1.7546 1.7456 1.7346 1.7229 1.7141 1.7132 1.7168 1.7213 January 15, 2020 1.8139 1.8851 1.9085 1.9038 1.8843 1.8592 1.8290 1.8111 1.7890 1.7651 1.7455 1.7389 1.7400 1.7429 January 15, 2021 1.9920 2.0327 2.0484 2.0408 2.0128 1.9719 1.9182 1.8849 1.8438 1.8011 1.7704 1.7623 1.7633 1.7653 January 15, 2022 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.7892 1.7892 1.7892 1.7892 1.7892 1.7892 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth on the table, in which case: • if the Fundamental Change Share Price is between two Fundamental Change Share Prices in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; • if the Fundamental Change Share Price is in excess of $140.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and • if the Fundamental Change Share Price is less than $15.00 per share (subject to adjustment in the same manner as the prices in the Fundamental Change Share Prices above as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate, subject to adjustment. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the Fundamental Change Dividend Make-whole Amount is 7.50% per annum.
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Conversion Rate per Share of Mandatory Convertible Preferred Stock. Upon conversion on the Mandatory Conversion Date, each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted or redeemedconverted, will automatically convert into a number of shares of Class B Common Stock equal to not more than 2.1739 1.1765 shares of Class B Common Stock and not less than 1.7892 1.0013 shares of Class B Common Stock, (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the Applicable Market Value (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of the Class B Common Stock, as described below and subject to certain anti-dilution adjustments. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement, based on the Applicable Market Value of the Class B Common Stock: Assumed Applicable Market Value of the Class B Common Stock Conversion Rate (number Number of shares of Class B Common Stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price 1.0013 shares of Class B Common Stock Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Less than the Initial Price 1.7892 Between 1.0013 and 1.1765 shares of Common Stock Between 1.7892 and 2.1739 shares of Class B Common Stock, determined by dividing $100.00 by the Applicable Market Value 2.1739 Less than the Initial Price 1.1765 shares of Class B Common Stock Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), a holder of Mandatory Convertible Preferred Stock mayPeriod, at any time prior to January 15April 1, 20222024, holders of Mandatory Convertible Preferred Stock will have the right to elect to convert such holder’s their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion Rate into a number of shares of Class B Common Stock per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, as described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change: If a Fundamental Change (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) occurs on or prior to January 15April 1, 20222024, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Class B Common Stock or Units of Exchange Property (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) at the Fundamental Change Conversion Rate (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) during the period beginning on, and including, the Fundamental Change Effective Date (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of such Fundamental Change and ending on, and including, the date that is 20 calendar days after such Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after holders receive notice of such Fundamental Change, but in no event later than January 15April 1, 20222024). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) and to the extent there is any, the Accumulated Dividend Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement)Amount. The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Fundamental Change Effective Date and the Fundamental Change Share Price: Fundamental Change Share Price Fundamental Change Effective Date $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $46.00 $$ 50.00 $55.89 $65.00 $80.00 $100.00 $120.00 $140.00 January 18, 2019 1.6394 1.7401 1.7787 1.7867 1.7807 1.7693 1.7546 1.7456 1.7346 1.7229 1.7141 1.7132 1.7168 1.7213 January 15, 2020 1.8139 1.8851 1.9085 1.9038 1.8843 1.8592 1.8290 1.8111 1.7890 1.7651 1.7455 1.7389 1.7400 1.7429 January 15$ 75.00 $ 85.00 $ 92.50 $ 99.88 $ 110.00 $ 135.00 $ 175.00 $ 225.00 $ 275.00 $ 350.00 March 26, 2021 1.9920 2.0327 2.0484 2.0408 2.0128 1.9719 1.9182 1.8849 1.8438 1.8011 1.7704 1.7623 1.7633 1.7653 January 151.0704 1.0254 1.0122 1.0039 0.9970 0.9891 0.9758 0.9650 0.9596 0.9574 0.9562 April 1, 2022 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.7892 1.7892 1.7892 1.7892 1.7892 1.7892 1.1021 1.0515 1.0352 1.0249 1.0162 1.0064 0.9903 0.9785 0.9734 0.9718 0.9711 April 1, 2023 1.1424 1.0867 1.0638 1.0488 1.0362 1.0222 1.0014 0.9898 0.9868 0.9863 0.9861 April 1, 2024 1.1765 1.1765 1.1765 1.0811 1.0013 1.0013 1.0013 1.0013 1.0013 1.0013 1.0013 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth on the table, in which case: • if the Fundamental Change Share Price is between two Fundamental Change Share Prices Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; • if the Fundamental Change Share Price is in excess of $140.00 350.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above as described set forth in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementfirst row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and • if the Fundamental Change Share Price is less than $15.00 50.00 per share (subject to adjustment in the same manner as the prices in the Fundamental Change Share Prices above as described set forth in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementfirst row of the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate. Maximum Number of Conversion Shares: The maximum number of shares of Class B Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, subject including shares of Class B Common Stock issuable as payment of dividends is 17,568,697 shares (or 20,204,002 shares if the underwriters exercise in full their over-allotment option to adjustmentpurchase additional shares of Mandatory Convertible Preferred Stock). Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the Fundamental Change Dividend Make-whole Amount is 7.501.44% per annum.
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Conversion Rate per Share of Mandatory Convertible Preferred Stock. Upon The conversion on the Mandatory Conversion Date, rate for each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted or redeemed, Stock will automatically convert into a number of shares of Common Stock equal to not be more than 2.1739 43.4782 shares of Common Stock and not less than 1.7892 37.0028 shares of Common Stock, Stock (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”) (and, correspondingly, the conversion rate for each Depositary Share will not be more than 2.17391 shares of Common Stock and not less than 1.85014 shares of Common Stock), depending on the Applicable Market Value applicable market value (as defined in the Mandatory Convertible Preferred Stock Depositary Shares Preliminary Prospectus Supplement) of the Common Stock, as described below and subject to certain anti-dilution adjustmentsbelow. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Stock Depositary Shares Preliminary Prospectus Supplement, based on the Applicable Market Value applicable market value of the Common Stock: Applicable Market Value of the Common Stock Conversion Rate (number of shares of Common Stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Less than the Initial Price 1.7892 Conversion Rate per Share of Mandatory Convertible Preferred Stock 37.0028 shares of Common Stock Between 1.7892 37.0028 and 2.1739 43.4782 shares of Common Stock, determined by dividing $100.00 1,000 by the Applicable Market Value 2.1739 applicable market value 43.4782 shares of Common Stock Early Conversion at The following table illustrates the Option of the Holder: Other than during a Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), a holder of Mandatory Convertible Preferred Stock may, at any time prior to January 15, 2022, elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion Rate conversion rate per share of Mandatory Convertible Preferred StockDepositary Share, subject to certain anti-dilution adjustments, as adjustments described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” in the Mandatory Convertible Preferred Stock Depositary Shares Preliminary Prospectus Supplement. Conversion at , based on the Option applicable market value of the Holder Upon a Fundamental ChangeCommon Stock: If a Fundamental Change (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) occurs on or prior to January 15, 2022, holders Applicable Market Value of the Mandatory Convertible Preferred Common Stock will have Greater than the right Threshold Appreciation Price Equal to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into Threshold Appreciation Price but greater than or equal to the Initial Price Less than the Initial Price Conversion Rate per Depositary Share 1.85014 shares of Common Stock or Units of Exchange Property (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) at the Fundamental Change Conversion Rate (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) during the period beginning on, Between 1.85014 and including, the Fundamental Change Effective Date (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of such Fundamental Change and ending on, and including, the date that is 20 calendar days after such Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after holders receive notice of such Fundamental Change, but in no event later than January 15, 2022). Holders who convert their 2.17391 shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) and to the extent there is anyCommon Stock, the Accumulated Dividend Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement). The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Fundamental Change Effective Date and the Fundamental Change Share Price: Fundamental Change Share Price Fundamental Change Effective Date $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $46.00 $50.00 $55.89 $65.00 $80.00 $100.00 $120.00 $140.00 January 18, 2019 1.6394 1.7401 1.7787 1.7867 1.7807 1.7693 1.7546 1.7456 1.7346 1.7229 1.7141 1.7132 1.7168 1.7213 January 15, 2020 1.8139 1.8851 1.9085 1.9038 1.8843 1.8592 1.8290 1.8111 1.7890 1.7651 1.7455 1.7389 1.7400 1.7429 January 15, 2021 1.9920 2.0327 2.0484 2.0408 2.0128 1.9719 1.9182 1.8849 1.8438 1.8011 1.7704 1.7623 1.7633 1.7653 January 15, 2022 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.7892 1.7892 1.7892 1.7892 1.7892 1.7892 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth on the table, in which case: • if the Fundamental Change Share Price is between two Fundamental Change Share Prices in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between dividing $50 by the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; • if the Fundamental Change Share Price is in excess applicable market value 2.17391 shares of $140.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and • if the Fundamental Change Share Price is less than $15.00 per share (subject to adjustment in the same manner as the prices in the Fundamental Change Share Prices above as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate, subject to adjustment. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the Fundamental Change Dividend Make-whole Amount is 7.50% per annum.Common Stock
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Conversion Rate per Share of Mandatory Convertible Preferred Stock. Upon conversion on the Mandatory Conversion Date, each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted or redeemedconverted, will automatically convert into a number of shares of Class B Common Stock equal to not more than 2.1739 1.1765 shares of Class B Common Stock and not less than 1.7892 1.0013 shares of Class B Common Stock, (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the Applicable Market Value (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of the Class B Common Stock, as described below and subject to certain anti-dilution adjustments. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement, based on the Applicable Market Value of the Class B Common Stock: Assumed Applicable Market Value of the Class B Common Stock Conversion Rate (number Number of shares of Class B Common Stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold 1.0013 shares of Class B Appreciation Price Common Stock Equal to or less than the Between 1.0013 and 1.1765 Threshold Appreciation Price shares of Class B Common but greater than or equal to the Initial Price Less than the Initial Price 1.7892 shares of Common Stock Between 1.7892 and 2.1739 shares of Common Stock, determined by dividing Initial Price $100.00 by the Applicable Market Value 2.1739 Less than the Initial Price 1.1765 shares of Class B Common Stock Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), a holder of Mandatory Convertible Preferred Stock mayPeriod, at any time prior to January 15April 1, 20222024, holders of Mandatory Convertible Preferred Stock will have the right to elect to convert such holder’s their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion Rate into a number of shares of Class B Common Stock per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, as described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change: If a Fundamental Change (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) occurs on or prior to January 15April 1, 20222024, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Class B Common Stock or Units of Exchange Property (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) at the Fundamental Change Conversion Rate (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) during the period beginning on, and including, the Fundamental Change Effective Date (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) of such Fundamental Change and ending on, and including, the date that is 20 calendar days after such Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after holders receive notice of such Fundamental Change, but in no event later than January 15April 1, 20222024). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) and to the extent there is any, the Accumulated Dividend Amount (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement)Amount. The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Fundamental Change Effective Date and the Fundamental Change Share Price: Fundamental Change Share Price Fundamental Change Effective Date $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $46.00 $$ 50.00 $55.89 $65.00 $80.00 $100.00 $120.00 $140.00 January 18, 2019 1.6394 1.7401 1.7787 1.7867 1.7807 1.7693 1.7546 1.7456 1.7346 1.7229 1.7141 1.7132 1.7168 1.7213 January 15, 2020 1.8139 1.8851 1.9085 1.9038 1.8843 1.8592 1.8290 1.8111 1.7890 1.7651 1.7455 1.7389 1.7400 1.7429 January 15$ 75.00 $ 85.00 $ 92.50 $ 99.88 $ 110.00 $ 135.00 $ 175.00 $ 225.00 $ 275.00 $ 350.00 March 26, 2021 1.9920 2.0327 2.0484 2.0408 2.0128 1.9719 1.9182 1.8849 1.8438 1.8011 1.7704 1.7623 1.7633 1.7653 January 151.0704 1.0254 1.0122 1.0039 0.9970 0.9891 0.9758 0.9650 0.9596 0.9574 0.9562 April 1, 2022 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.7892 1.7892 1.7892 1.7892 1.7892 1.7892 1.1021 1.0515 1.0352 1.0249 1.0162 1.0064 0.9903 0.9785 0.9734 0.9718 0.9711 April 1, 2023 1.1424 1.0867 1.0638 1.0488 1.0362 1.0222 1.0014 0.9898 0.9868 0.9863 0.9861 April 1, 2024 1.1765 1.1765 1.1765 1.0811 1.0013 1.0013 1.0013 1.0013 1.0013 1.0013 1.0013 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth on the table, in which case: • if the Fundamental Change Share Price is between two Fundamental Change Share Prices Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; • if the Fundamental Change Share Price is in excess of $140.00 350.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above as described set forth in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementfirst row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and • if the Fundamental Change Share Price is less than $15.00 50.00 per share (subject to adjustment in the same manner as the prices in the Fundamental Change Share Prices above as described set forth in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementfirst row of the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate. Maximum Number of Conversion Shares: The maximum number of shares of Class B Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, subject including shares of Class B Common Stock issuable as payment of dividends is 17,568,697 shares (or 20,204,002 shares if the underwriters exercise in full their over-allotment option to adjustmentpurchase additional shares of Mandatory Convertible Preferred Stock). Discount Rate for Purposes of Fundamental Change Dividend Make-Make- Whole Amount: The discount rate for purposes of determining the Fundamental Change Dividend Make-whole Amount is 7.501.44% per annum.
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Samples: Execution Version (ViacomCBS Inc.)
