Common use of Dividend Payment Dates Clause in Contracts

Dividend Payment Dates. January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2020, to, and including, April 15, 2023. Dividend Record Dates: The December 31, March 31, June 30 or September 30, as applicable, immediately preceding the applicable Dividend Payment Date. Dividend Threshold: $0.18 per share, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Initial Price: $163.00, which equals the per share public offering price of the Common Stock in the Common Stock Offering. Threshold Appreciation Price: $199.68, which represents an appreciation of 22.5% over the Initial Price. Mandatory Conversion Date: The second business day immediately following the last Trading Day of the 20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023. The Mandatory Conversion Date is expected to be April 15, 2023. Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not more than 6.1349 shares of Common Stock (the “Maximum Conversion Rate”) and not less than 5.0081 shares of Common Stock (the “Minimum Conversion Rate”), with the exact conversion rate depending on the Applicable Market Value of the Common Stock, as described in, and subject to certain anti-dilution adjustments that are described in, the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The following table illustrates hypothetical conversion rates per share of the Series B Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments that are described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Applicable Market Valueof the Common Stock Conversion rate (number of sharesof Common Stock to be receivedupon conversion of each share of theSeries B Mandatory Convertible Preferred Stock) Greater than $199.68 (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (the initialMinimum Conversion Rate) Equal to or less than $199.68 butgreater than or equal to $163.00 Between 5.0081 and 6.1349 shares, determined bydividing $1,000 by the Applicable Market Valueof the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by the Initial Price) (the initial Maximum Conversion Rate) Conversion at the Option

Dividend Payment Dates. January 15March 1, April 15June 1, July 15 September 1 and October 15 December 1 of each year, commencing on July 15September 1, 2020, and to, and including, April 15June 1, 2023. 2023 Dividend Regular Record Dates: The December 31February 15, March 31May 15, June 30 or September 30, as applicable, August 15 and November 15 immediately preceding the applicable relevant Dividend Payment Date. Dividend Threshold: $0.18 per share, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Date Initial Price: $163.00100.00, divided by the Maximum Conversion Rate (as defined below), which equals the per share public offering price of is initially $34.25 and equal to the Common Stock Public Offering Price per share in the concurrent Common Stock Offering. Offering described above Threshold Appreciation Price: $199.68100.00, divided by the Minimum Conversion Rate (as defined below), which is initially $41.96, which represents an approximate 22.50% appreciation of 22.5% over the Initial Price. Price Mandatory Conversion Date: The second business day immediately following the last Trading Day of the 20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023Settlement Period. The Mandatory Conversion Date is expected to be April 15June 1, 2023. Conversion Rate: Upon conversion on the mandatory conversion dateMandatory Conversion Date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will not be not more than 6.1349 2.9197 shares of the Issuer’s Common Stock (the “Maximum Conversion Rate”) and not less than 5.0081 2.3834 shares of its Common Stock (the “Minimum Conversion Rate”), with the exact conversion rate depending on the Applicable Market Value of the its Common Stock, as described inbelow, and subject to certain anti-dilution adjustments that are described inadjustments. The “Applicable Market Value” of the Issuer’s Common Stock is the Average VWAP per share of its Common Stock over the 20 consecutive Trading Day period commencing on, and including, the Series B 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The Supplement and the following table illustrates hypothetical conversion rates per share of the Series B Mandatory Convertible Preferred Stock, subject to certain Stock (assuming no anti-dilution adjustments and assuming that dividends are declared and paid in cash and subject to the provisions described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus SupplementSupplement with respect to any fractional share of Common Stock). Assumed Applicable Market Valueof the Value of Common Stock Conversion rate Rate (number of sharesof shares of Common Stock to be receivedupon received upon mandatory conversion of each share of theSeries B the Mandatory Convertible Preferred Stock) Greater than $199.68 (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (Price 2.3834 shares of Common Stock, which is the initialMinimum Minimum Conversion Rate) Rate Equal to or less than $199.68 butgreater the Threshold Appreciation Price but greater than or equal to $163.00 the Initial Price Between 5.0081 2.3834 and 6.1349 shares2.9197 shares of Common Stock, determined bydividing by dividing $1,000 100.00 by the Applicable Market Valueof Value Less than the Initial Price 2.9197 shares of Common Stock, which is the Maximum Conversion Rate Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, at any time prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate. Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock (or Units of Exchange Property as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at the Fundamental Change Conversion Rate described below. Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of the Mandatory Convertible Preferred Stock for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Issuer may satisfy the Fundamental Change Dividend Make-Whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by Offering to repay in full remaining borrowings under, and terminate, the Initial Price) (April 2021 Term Loan. Following consummation of the initial Maximum Conversion Rate) Conversion at Mandatory Convertible Preferred Stock Offering, the OptionIssuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendment.

Dividend Payment Dates. If declared, January 151, April 151, July 15 1 and October 15 1 of each year, commencing on October 1, 2014 and ending on July 151, 20202017. Mandatory Conversion Date: July 1, to2017 Last reported sale price of Common Stock on the Nasdaq on June 26, and including, April 15, 2023. Dividend Record Dates: The December 31, March 31, June 30 or September 30, as applicable, immediately preceding the applicable Dividend Payment Date. Dividend Threshold2014: $0.18 45.80 per share, share of Common Stock. Initial Price: $45.00 per share of Common Stock (subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Initial Price: $163.00Prospectus), which equals the per share public offering price of the Common Stock in the Common Stock Offering. Threshold Appreciation Price: $199.6855.13 per share of Common Stock, which represents an appreciation of 22.5approximately 22.50% over the Initial Price. The Threshold Appreciation Price is subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus. Maximum Conversion Rate 2.2222 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus). Minimum Conversion Rate 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus). Conversion Rate on the Mandatory Conversion Date: The second business day immediately following table illustrates the last Trading Day of the 20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023. The Mandatory Conversion Date is expected to be April 15, 2023. Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Rate per share of the Series B Mandatory Convertible Preferred Stock will be not more (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) based on the Applicable Market Value of Common Stock on the Mandatory Conversion Date: Less than 6.1349 or equal to $45.00 (the Initial Price) 2.2222 shares of Common Stock (the “Maximum Conversion Rate”) Greater than $45.00 (the Initial Price) and not less than 5.0081 $55.13 (the Threshold Appreciation Price) $100, divided by the Applicable Market Value Equal to or greater than $55.13 (the Threshold Appreciation Price) 1.8141 shares of Common Stock (the “Minimum Conversion Rate”), with ) Early Conversion at the exact conversion rate depending on the Applicable Market Value Option of the Common StockHolder: At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period (as described in, and subject to certain anti-dilution adjustments that are described in, defined in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The following table illustrates hypothetical conversion rates per share Prospectus), a Holder of the Series B shares of Mandatory Convertible Preferred Stock may 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) into shares of Common Stock, at the Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to certain anti-dilution adjustments that are adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Applicable Market Valueof the Common Stock Conversion rate (number of sharesof Common Stock to be receivedupon conversion of each share of theSeries B Mandatory Convertible Preferred Stock) Greater than $199.68 (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (the initialMinimum Conversion Rate) Equal to or less than $199.68 butgreater than or equal to $163.00 Between 5.0081 and 6.1349 shares, determined bydividing $1,000 by the Applicable Market Valueof the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by the Initial Price) (the initial Maximum Conversion Rate) Conversion at the OptionProspectus).

Dividend Payment Dates. If declared, January 151, April 151, July 15 1 and October 15 1 of each year, commencing on July 15October 1, 2020, 2018 and to, and including, April 15July 1, 20232021. Dividend Record Dates: The December 31, March 3115, June 30 or 15, September 30, as applicable, 15 and December 15 immediately preceding the applicable Dividend Payment Datenext dividend payment date. Dividend ThresholdRedemption: $0.18 per share, subject to adjustment as described in the Series B The Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementwill not be redeemable. Initial Price: $163.0075.20, which equals the per share public offering closing price of the Common Stock in the Common Stock Offeringon June 26, 2018. Threshold Appreciation Price: $199.6892.12, which represents an appreciation of 22.5% over the Initial Priceinitial price. Mandatory Conversion Date: The second business day immediately following the last Trading Day trading day of the 20 consecutive Trading Day trading day period beginning on, and including, the 21st 22nd scheduled Trading Day trading day immediately preceding April 15July 1, 20232021. The Mandatory Conversion Date mandatory conversion date is expected to be April 15July 1, 20232021. Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not more than 6.1349 13.2979 shares of Common Stock (the “Maximum Conversion Ratemaximum conversion rate”) and not less than 5.0081 10.8554 shares of Common Stock (the “Minimum Conversion Rateminimum conversion rate”), with the exact conversion rate depending on the Applicable Market Value applicable market value of the Common Stock, as described in, and subject to certain anti-dilution adjustments that are described in, the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The following table illustrates hypothetical the conversion rates rate per share of the Series B Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments that are described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Applicable Market Valueof the Common Stock Conversion rate (number of sharesof Common Stock to be receivedupon conversion of each share of theSeries B Mandatory Convertible Preferred Stock) Greater than $199.68 92.12 (which isthe Threshold Appreciation Priceis the threshold appreciation price) 5.0081 10.8554 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (the initialMinimum Conversion Ratethreshold appreciation price) Equal to or less than $199.68 butgreater 92.12 but greater than or equal to $163.00 75.20 Between 5.0081 10.8554 and 6.1349 13.2979 shares, determined bydividing by dividing $1,000 by the Applicable Market Valueof applicable market value of the Common Stock Less than $163.00 75.20 (which is theInitial Pricethe initial price) 6.1349 13.2979 shares (approximately equal to$1,000 to $1,000 divided by the Initial Price) (the initial Maximum Conversion Rateprice) Conversion at the OptionOption of the Holder: At any time prior to July 1, 2021, other than during a fundamental change conversion period (as defined below), holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the 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 at the minimum conversion rate of 10.8554 shares of Common Stock per share of the Mandatory Convertible Preferred Stock as described in the Preliminary Prospectus Supplement. This minimum conversion rate is subject to certain anti-dilution adjustments as described in the Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a “fundamental change” (as defined in the Preliminary Prospectus Supplement) occurs on or prior to July 1, 2021, holders of the Mandatory Convertible Preferred Stock will have the option 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 at the fundamental change conversion rate (as defined below) during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “effective date”) and ending on the date that is 20 calendar days after such effective date (or, if earlier, July 1, 2021). The fundamental change conversion rate will be determined based on the effective date of the fundamental change and the price (the “share price”) paid or deemed paid per share of Common Stock in such fundamental change (see table below). Holders who convert their Mandatory Convertible Preferred Stock within the fundamental change conversion period will also receive: (1) a “fundamental change dividend make-whole amount,” in cash or in shares of Common Stock or any combination thereof, equal to the present value (computed using a discount rate of 5.00% per annum) of all remaining dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding any accumulated dividend amount) from such effective date to, but excluding, July 1, 2021; and (2) to the extent that an accumulated dividend amount exists as of the effective date, such accumulated dividend amount, in cash or in shares of Common Stock or any combination thereof, as described in the Preliminary Prospectus Supplement.

Dividend Payment Dates. January 151, April 151, July 15 1 and October 15 1 of each year, commencing on July 15October 1, 2020, to2020 and ending on, and including, April 15July 1, 2023. Dividend Record Dates: The December 31, March 31, June 30 or September 30, as applicable, immediately preceding the applicable Dividend Payment Date. Dividend Threshold: $0.18 per share, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Initial Price: $163.00, which equals the per share public offering price of the Common Stock in the Common Stock Offering. Threshold Appreciation Price: $199.68, which represents an appreciation of 22.5% over the Initial Price. Mandatory Conversion Date: The second business day immediately following the last Trading Day trading day of the 20 consecutive Trading Day trading day period beginning on, and including, the 21st scheduled Trading Day trading day immediately preceding April 15July 1, 2023. The Mandatory Conversion Date is expected to be April 15July 1, 2023. Initial Price: Approximately $42.9997, which is equal to $200.00, divided by the Maximum Conversion RateRate (as defined below). Threshold Appreciation Price: Approximately $51.5996, which represents an approximately 20% appreciation over the Initial Price and is equal to $200.00, divided by the Minimum Conversion Rate (as defined below). Floor Price: $15.05 (approximately 35% of the Initial Price), subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion Rate per Share of Mandatory Convertible Preferred Stock: Upon conversion on the mandatory conversion dateMandatory Conversion Date, the conversion rate for each outstanding share of the Series B Mandatory Convertible Preferred Stock Stock, unless previously converted, will be not more than 6.1349 automatically convert into a number of shares of Common Stock equal to not more than 4.6512 shares of Common Stock and not less than 3.8760 shares of Common Stock, (respectively, the “Maximum Conversion Rate”) ” and not less than 5.0081 shares of Common Stock (the “Minimum Conversion Rate”), with the exact conversion rate depending on the Applicable Market Value of the Common Stock, as described in, below and subject to certain anti-dilution adjustments that are described in, the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplementadjustments. The following table illustrates hypothetical the conversion rates rate per share of the Series B Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments that are described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement, based on the Applicable Market Value of the Common Stock: Greater than the Threshold Appreciation Price 3.8760 shares of Common Stock Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 3.8760 and 4.6512 shares of Common Stock, determined by dividing $200.00 by the Applicable Market Value Less than the Initial Price 4.6512 shares of Common Stock Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, a holder of Mandatory Convertible Preferred Stock may, at any time prior to July 1, 2023, 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. Applicable Market Valueof Conversion at the Common Option of the Holder Upon a Fundamental Change: If a Fundamental Change occurs on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock Conversion rate (number will have the right to convert their shares of sharesof Common Stock to be receivedupon conversion of each share of theSeries B 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 at the Fundamental Change Conversion Rate during the period beginning on, and including, the Fundamental Change Effective Date (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement) Greater 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 July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount and to the extent there is any, the Accumulated Dividend 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 Effective Date $ 10.00 $ 20.00 $ 30.00 $ 40.00 $ 43.00 $ 47.50 $ 51.60 $ 55.00 $ 60.00 $ 70.00 $ 80.00 $ 100.00 $ 120.00 July 7, 2020 4.5110 4.2837 4.1080 3.9970 3.9731 3.9434 3.9216 3.9066 3.8886 3.8633 3.8475 3.8310 3.8240 July 1, 2021 4.5861 4.4180 4.2216 4.0761 4.0432 4.0020 3.9715 3.9506 3.9257 3.8915 3.8708 3.8506 3.8429 July 1, 2022 4.6290 4.5735 4.3961 4.1953 4.1442 4.0786 4.0299 3.9968 3.9586 3.9096 3.8839 3.8640 3.8587 July 1, 2023 4.6512 4.6512 4.6512 4.6512 4.6512 4.2105 3.8760 3.8760 3.8760 3.8760 3.8760 3.8760 3.8760 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 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 $199.68 120.00 per share (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal subject to $1,000 divided by adjustment in the Threshold Appreciation Price) (same manner as the initialMinimum Fundamental Change Share Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate) Equal , subject to or adjustment; and • if the Fundamental Change Share Price is less than $199.68 butgreater than or equal 10.00 per share (subject to $163.00 Between 5.0081 and 6.1349 sharesadjustment in the same manner as the prices in the Fundamental Change Share Prices set forth in the first row of the table above), determined bydividing $1,000 by then the Applicable Market Valueof Fundamental Change Conversion Rate will be the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by the Initial Price) (the initial Maximum Conversion Rate) Conversion at , subject to adjustment. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the OptionFundamental Change Dividend Make-whole Amount is 5.00% per annum.

Dividend Payment Dates. If declared, January 151, April 151, July 15 1 and October 15 1 of each year, commencing on October 1, 2014 and ending on July 151, 20202017. Mandatory Conversion Date: July 1, to2017 Last reported sale price of Common Stock on the Nasdaq on June 26, and including, April 15, 2023. Dividend Record Dates: The December 31, March 31, June 30 or September 30, as applicable, immediately preceding the applicable Dividend Payment Date. Dividend Threshold2014: $0.18 45.80per share of Common Stock. Initial Price: $45.00 per share, share of Common Stock (subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Initial Price: $163.00Prospectus), which equals the per share public offering price of the Common Stock in the Common Stock Offering. Threshold Appreciation Price: $199.6855.13 per share of Common Stock, which represents an appreciation of 22.5approximately 22.50% over the Initial Price. The Threshold Appreciation Price is subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus. Maximum Conversion Rate 2.2222 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus). Minimum Conversion Rate 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus). Conversion Rate on the Mandatory Conversion Date: The second business day immediately following table illustrates the last Trading Day of the 20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023. The Mandatory Conversion Date is expected to be April 15, 2023. Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Rate per share of the Series B Mandatory Convertible Preferred Stock will be not more (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) based on the Applicable Market Value of Common Stock on the Mandatory Conversion Date: Less than 6.1349 or equal to $45.00 (the Initial Price) 2.2222 shares of Common Stock (the “Maximum Conversion Rate”) Greater than $45.00 (the Initial Price) and not less than 5.0081 $55.13 (the Threshold Appreciation Price) $100, divided by the Applicable Market Value Equal to or greater than $55.13 (the Threshold Appreciation Price) 1.8141 shares of Common Stock (the “Minimum Conversion Rate”), with ) Early Conversion at the exact conversion rate depending on the Applicable Market Value Option of the Common StockHolder: At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period (as described in, and subject to certain anti-dilution adjustments that are described in, defined in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The following table illustrates hypothetical conversion rates per share Prospectus), a Holder of the Series B shares of Mandatory Convertible Preferred Stock may 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) into shares of Common Stock, at the Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to certain anti-dilution adjustments that are adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Applicable Market Valueof the Common Stock Conversion rate (number of sharesof Common Stock to be receivedupon conversion of each share of theSeries B Mandatory Convertible Preferred Stock) Greater than $199.68 (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (the initialMinimum Conversion Rate) Equal to or less than $199.68 butgreater than or equal to $163.00 Between 5.0081 and 6.1349 shares, determined bydividing $1,000 by the Applicable Market Valueof the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by the Initial Price) (the initial Maximum Conversion Rate) Conversion at the OptionProspectus).