Common use of Purchase of Shares of Common Stock Clause in Contracts

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Forward Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit Equity Units or Stripped Equity Units, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Forward Purchase Contract is a part. The "“Settlement Rate" ” is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 [ ] (the "“Threshold Appreciation Price"”), 2.3719 [ ] shares of Common Stock per Forward Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28[ ], the number of shares of Common Stock per Forward Purchase Contract equal to the Stated Amount of the related Unit Equity Units or Stripped Equity Units, as the case may be, divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28[ ], 2.8935 [ ] shares of Common Stock per Forward Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Forward Purchase Contracts. Promptly after the calculation of the Settlement Rate and the Applicable Market Value, the Company shall give the Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value shall be made by the Company or its agents based on their good faith calculations, and the Agent shall have no responsibility with respect thereto. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in of cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 10.29 (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be 4.8579 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.288.95 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.05(a)(vii); and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 5.5866 shares of Common Stock per Purchase ContractStock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless (x) an Early Settlement has occurred in accordance with Section 5.9, or (y) a Merger Early Settlement has occurred in accordance with Section 5.105.10 or (z) a Termination Event has occurred in accordance with Section 5.8, obligate the Holder of the related Equity Security Unit or Stripped Unit, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "Settlement Rate" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 23.94 (the "Threshold Appreciation Price"), 2.3719 2.0886 shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2819.95 (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value is equal to or less than $17.28the Reference Price, 2.8935 2.5063 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares . Promptly after the calculation of Common Stock will the Settlement Rate and the Applicable Market Value, the Company shall give the Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value shall be issued made by the Company or its agents based on their good faith calculations, and the Agent shall have no responsibility with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12thereto.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 16.80 (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be 2.9762 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2814.00(the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Amount, divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.05(a)(vii); and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 3.5714 shares of Common Stock per Purchase ContractStock, in each case which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); The Maximum Settlement Rate, Minimum Settlement Rate and the Applicable Market Value (as defined below) are subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 ___ (the "Threshold Appreciation Price"), 2.3719 ___ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28___ [Insert Common Stock IPO price], the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28___ [Insert Common Stock IPO price], 2.8935 ___shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Fee Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Fee Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Cash Settlement has occurred in accordance with Section 5.4 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.105.9 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 ___________ (the "Threshold Appreciation Price"), 2.3719 _____ shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28__________ (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by having a value, based on the Applicable Market Value, equal to __________; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 ___________ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.11, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Stock Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Equity Unit to purchase, and the Company to sell, on the each Stock Purchase Date at a price equal to $50 25 in cash (the "“Purchase Price"”), a number of newly issued or treasury shares of Common Stock per Equity Unit (subject to Section 5.08) equal to the applicable Settlement Rate unless(as defined below) unless an Early Settlement, on a Cash Merger Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Equity Units of which such Stock Purchase Contract is a partpart shall have occurred. The "With respect to each Stock Purchase Date, the “Settlement Rate" is equal to,” shall be: (i) if the Applicable Market Value (as defined below) of Common Stock with respect to such Stock Purchase Date is equal to or greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 0.54823 shares of Common Stock per Purchase Contract,Stock; (ii) if the Applicable Market Value of Common Stock with respect to such Stock Purchase Date is less than the Threshold Appreciation Price but greater than the Reference Price, but is greater than $17.28, the a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit $25 divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value of Common Stock with respect to such Stock Purchase Date is less than or equal to or less than $17.28the Reference Price, 2.8935 0.6579 shares of Common Stock per Purchase Contract, Stock; in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts5.04. (b) No fractional shares Each Holder of Common Stock Corporate Units or Treasury Units, by its acceptance of such Equity Units will be issued deemed to have: (i) duly appointed the Purchase Contract Agent to enter into and perform the related Stock Purchase Contract and the Pledge Agreement on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder); (ii) irrevocably agreed to be bound by the Company with respect to the payment terms and provisions of Contract Adjustment Payments on the such Stock Purchase Date. In lieu Contract and the Pledge Agreement; (iii) covenanted and agreed to perform its obligations under such Stock Purchase Contract for so long as such Holder remains a Holder of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.Corporate Units or Treasury Units;

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unlessRate, on together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 5.09, unless an Early Settlement, a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 28.80 (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be 1.7361 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2824.00 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Amount, divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 2.0833 shares of Common Stock per Purchase ContractStock, in each case (such Settlement Rate being referred to as the “Maximum Settlement Rate”); The Maximum Settlement Rate, Minimum Settlement Rate and the Applicable Market Value (as defined below) are subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Cash Settlement has occurred in accordance with Section 5.02 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.105.07 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase PricePURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 34.95 (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 .71531 shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2829.125 (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by having a value, based on the Applicable Market Value, equal to the Stated Amount; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 .85837 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 90.38 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.5532 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2872.31 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.6915 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), 38 DB1/ 148045032.3 in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit Units to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase PricePURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement has occurred in accordance with Section 5.07 hereof or a Cash Merger Early Settlement has occurred in accordance with Section 5.04(b)(2) hereof or, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a part. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 [______] (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 [_______] shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28[______] (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract Contact having a value equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and; (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 [_______] shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit Upper DECS or Stripped DECS, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Upper DECS or Stripped DECS, as the case may be, of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 63.44 (the "Threshold Appreciation Price"), 2.3719 0.7881 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2852.00 (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Upper DECS or Stripped DECS, as the case may be, divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28the Reference Price, 2.8935 0.9615 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to [$50 25] (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "“Settlement Rate" ” is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 (the "“Threshold Appreciation Price"”), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unlessRate, on together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 5.09, unless an Early Settlement, a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 the Settlement Rate will be 1.6133 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2825.30 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Amount, divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 1.9763 shares of Common Stock per Purchase ContractStock, in each case (such Settlement Rate being referred to as the “Maximum Settlement Rate”); The Maximum Settlement Rate, Minimum Settlement Rate and the Applicable Market Value (as defined below) are subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate obligates the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 46.61 (the "Threshold Appreciation Price"), 2.3719 0.5364 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2839.50, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.2839.50, 2.8935 0.6329 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 [•] (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be [•] shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28[•] (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.05(a)(vii); and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be [•] shares of Common Stock per Purchase ContractStock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Cash Settlement has occurred in accordance with Section 5.03 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.105.08 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase PricePURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Applicable Market Value (as defined below) multiplied by 1.017 is greater than or equal to $21.08 65.03 (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 0.3910 shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value multiplied by 1.017 is less than the Threshold Appreciation Price, Price but is greater than $17.2853.30 (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by having a value, based on the Applicable Market Value, equal to the Stated Amount; and (iii) if the Applicable Market Value multiplied by 1.017 is less than or equal to or less than $17.28the Reference Price, 2.8935 0.4770 shares of Common Stock per Purchase Contract, in each case case, as determined by the Company and subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, The Purchase Contract Agent shall have no fractional shares responsibility for determining the Settlement Rate. The Company shall notify the Purchase Contract Agent of Common Stock will be issued upon settlement of Purchase Contractsthe Settlement Rate promptly after its determination thereof. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 19.20 (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be 1.3021 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2816.00 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.05(a)(vii); and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 1.5625 shares of Common Stock per Purchase ContractStock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 111.10 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.4500 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2888.88 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.5626 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Subject to Section 5.08, each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit Units to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Cash Merger Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 7.97 (the "“Threshold Appreciation Price"”), 2.3719 6.2775 shares of Common Stock per Purchase Contract,Contract (such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.286.75 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract Contact having a value equal to the Stated Amount of the related Unit divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 7.4074 shares of Common Stock per Purchase Contract, Contract (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares Each Holder of Common Stock will a Corporate Unit or a Treasury Unit, by its acceptance of such Unit: (i) irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder); (ii) agrees to be issued bound by the Company terms and provisions hereof; (iii) covenants and agrees to perform its obligations under such Purchase Contract for so long as such Holder remains a Holder of a Corporate Unit or a Treasury Unit; (iv) consents to the provisions hereof; (v) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement and the Pledge Agreement on its behalf and in its name as its attorney-in-fact; (vi) consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Account, including the Applicable Ownership Interests in Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) or the Treasury Securities pursuant to the Pledge Agreement; and (vii) for United States federal, state and local income and franchise tax purposes, agrees to (i) treat an acquisition of the Corporate Units as an acquisition of the Applicable Ownership Interest in Senior Notes and Purchase Contract constituting the Corporate Units, (ii) treat the Senior Notes underlying the Applicable Ownership Interest in Senior Notes as indebtedness and (iii) treat itself as the owner of the applicable interest in the Collateral Account, including the Applicable Ownership Interests in Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) or the Treasury Securities. provided that upon a Termination Event, the rights of the Holder of such Units with respect to the payment occurrence of Contract Adjustment Payments on such Termination Event may be enforced without regard to any other rights or obligations. (c) Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, further covenants and agrees that to the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, extent and in the Holder will be entitled to receive an amount in cash as manner provided in Section 5.125.02 hereof and the provisions of the Pledge Agreement, but subject to the terms thereof, Proceeds of the Applicable Ownership Interests in Senior Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, on the Purchase Contract Settlement Date, but only in an amount equal to the Stated Amount per Unit, shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Purchase Contract. Notwithstanding the foregoing, any remaining Proceeds of the Applicable Ownership Interests in Senior Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, including but not limited to, any amounts in respect of accrued and unpaid interest in respect of the Applicable Ownership Interests in the Senior Notes from, and including, February 15, 2011 to, but excluding, May 17, 2011, shall be paid to the Holder. (d) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement, the Purchase Contracts underlying such Certificate and the Pledge Agreement and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts underlying the Certificate so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Early Settlement has occurred in accordance with Section 5.105.10 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to, to (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 $ (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, , (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28$ , the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and Value and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28$ , 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.11, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 ___ (the "Threshold Appreciation Price"), 2.3719 ___ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28___ [Insert Common Stock IPO price], the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28___ [Insert Common Stock IPO price], 2.8935 ___shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Fee Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Fee Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 21.55 (the "Threshold Appreciation Price"), 2.3719 2.3202 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2817.65, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.2817.65, 2.8935 2.8329 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Paymentsshares, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal shall be determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 $ (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28$ (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50.00 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 43.92 (the "Threshold Appreciation Price"), 2.3719 1.14 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2836.00, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.2836.00, 2.8935 1.39 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Fee Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Fee Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 ______ (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal ______ shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28_____ (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal ______ shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Cash Settlement has occurred in accordance with Section 5.03 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.105.08 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase PricePURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 65.03 (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 0.3845 shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2853.30 (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by having a value, based on the Applicable Market Value, equal to the Stated Amount; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 0.4690 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 159.54 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.3134 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28127.63 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.3918 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal shall be determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 99.24 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.5038 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2882.70 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50.00 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.6046 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Forward Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, 5.8 or a Merger Early Settlement has occurred in accordance with Section 5.105.9 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Forward Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase Price"), a number (or fraction thereof) of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to or on the Stock Forward Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Forward Purchase Contract is a part. The "Settlement Rate" is equal to,: (i1) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 [ ] (the "Threshold Appreciation Price"), 2.3719 [ ] shares of Common Stock per Forward Purchase Contract,; (ii2) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28[ ] (the "Reference Price"), the number of shares of Common Stock per Forward Purchase Contract having a value equal to the Stated Amount of the related Unit divided by the Applicable Market Value, ; and (iii3) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 [ ] shares of Common Stock per Forward Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.5 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of the Forward Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" Rate is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 _____ (the "Threshold Appreciation Price"), 2.3719 ______ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28_____, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28_____, 2.8935 ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (c) The Applicable Market Value means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Stock Purchase Date. The Closing Price of the Common Stock on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange (the NYSE) on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, or if the Common Stock is not so listed on a United States national or regional securities exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Common Stock on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. A Trading Day means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock. (d) Each Holder of a Unit, by its acceptance thereof, irrevocably authorizes the Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including the execution of Certificates on behalf of such Holder), agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, and consents to the provisions hereof, irrevocably authorizes the Agent as its attorney-in-fact to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge of the Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, pursuant to the Pledge Agreement; provided that upon a Termination Event, the rights of the Holder of such Unit under the Purchase Contract may be enforced without regard to any other rights or obligations. Each Holder of a Unit, by its acceptance thereof, further covenants and agrees, that, to the extent and in the manner provided in Section 5.4 and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Notes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract. (e) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) under the terms of this Agreement, the Purchase Contracts underlying such Certificate and the Pledge Agreement, and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts underlying the Certificates so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 100 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 107.97 (the "Threshold Appreciation Price"), 2.3719 0.9262 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2888.50, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.2888.50, 2.8935 1.1299 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 100 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 ___ (the "Threshold Appreciation Price"), 2.3719 ___ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28___, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28___, 2.8935 ___shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "“Settlement Rate" ” is equal to, (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 $ (the "“Threshold Appreciation Price"”), 2.3719 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28$ (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50.00 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 _____ (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal ______ shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28_____ (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal ______ shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Cash Settlement has occurred in accordance with Section 5.03 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.105.08 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "“Settlement Rate" ” is equal to,: (i) if the Applicable Market Value (as defined below) multiplied by 1.017 is greater than or equal to $21.08 65.03 (the "“Threshold Appreciation Price"”), 2.3719 0.3910 shares of Common Stock per Purchase Contract,; (ii) if the Applicable Market Value multiplied by 1.017 is less than the Threshold Appreciation Price, Price but is greater than $17.2853.30 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by having a value, based on the Applicable Market Value, equal to the Stated Amount; and (iii) if the Applicable Market Value multiplied by 1.017 is less than or equal to or less than $17.28the Reference Price, 2.8935 0.4770 shares of Common Stock per Purchase Contract, in each case case, as determined by the Company and subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, The Purchase Contract Agent shall have no fractional shares responsibility for determining the Settlement Rate. The Company shall notify the Purchase Contract Agent of Common Stock will be issued upon settlement of Purchase Contractsthe Settlement Rate promptly after its determination thereof. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate obligates the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to [$50 25] (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 ______ (the "Threshold Appreciation Price"), 2.3719 ______ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28______, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.28______, 2.8935 ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "“Settlement Rate" ” is equal to, (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 66.80 (the "“Threshold Appreciation Price"”), 2.3719 0.7485 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2855.67 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50.00 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 0.8981 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly newly-issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 103.58 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.4827 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2882.87 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.6034 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shallWarrant shall have an exercise price of $0.00 and shall be subject to automatic exercise on the Warrant Settlement Date, unless an a Termination Event shall occur on or prior to such date. The premium payable by the Holder in consideration for the issuance of the Warrant shall be $25.00. Such amount shall not be payable on the issue date of such Warrant but shall be deferred and payable as the settlement price of the Warrant (the "SETTLEMENT PRICE") on the earlier of the Warrant Settlement Date and any Early Settlement has occurred in accordance with Section 5.9, Date or a Cash Merger Early Settlement has occurred in accordance with Section 5.10Date, unless a Termination Event shall occur on or prior to any such date. Accordingly, each Warrant shall obligate the Holder of the related Unit Units to purchase, and the Company to sell, on the Stock Purchase Warrant Settlement Date at a price equal to $50 (the "Purchase Settlement Price"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate unlessunless an Early Settlement, on a Cash Merger Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partWarrant shall have occurred. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $21.08 69.10 (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 0.3618 shares of Common Stock per Purchase Contract,Warrant; (ii) if the Adjusted Applicable Market Value is less than or equal to the Threshold Appreciation Price, Price but is greater than or equal to $17.2856.64 (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract Warrant having a value equal to the Stated Amount of the related Unit divided by the Adjusted Applicable Market Value, and; (iii) if the Adjusted Applicable Market Value is equal to or less than $17.28the Reference Price, 2.8935 0.4414 shares of Common Stock per Purchase Contract, Warrant; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal shall be determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 114.42 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.4370 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2895.35 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50.00 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.5244 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate obligates the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 _____ (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 ____ (the "Threshold Appreciation Price"), 2.3719 ______ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28____, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.28____, 2.8935 ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Forward Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit Equity Units or Stripped Units, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Forward Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 49.08 (the "Threshold Appreciation Price"), 2.3719 1.0187 shares of Common Stock per Forward Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2840.90, the number of shares of Common Stock per Forward Purchase Contract equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.2840.90, 2.8935 1.2225 shares of Common Stock per Forward Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Forward Purchase Contracts. (b) No fractional shares . Promptly after the calculation of Common Stock will the Settlement Rate and the Applicable Market Value, the Company shall give the Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value shall be issued made by the Company or its agents based on their good faith calculations, and the Agent shall have no responsibility with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12thereto.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 352.55 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.1418 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28282.04 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.1773 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 369.63 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.1353 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28295.70 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.1691 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), 37 DB1/ 116094647.1 in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 [_____] (the "Threshold Appreciation Price"), 2.3719 [_____] shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28[_____], the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28[_____], 2.8935 [_____] shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th 1/20,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Paymentsshares, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.95.7, or a Merger Early Settlement has occurred in accordance with Section 5.105.8, obligate the Holder of the related Unit to purchase, and the Company TECO to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, to (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 30.10 (the "Threshold Appreciation Price"), 2.3719 0.8305 shares of Common Stock per Purchase Contract, , (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2826.29, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and Value and (iiic) if the Applicable Market Value is less than or equal to or less than $17.2826.29, 2.8935 0.9509 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.4 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit Equity Security Units or Stripped Equity Security Units, as the case may be, to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Equity Security Units or Stripped Equity Security Units, as the case may be, of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 51.90 (the "Threshold Appreciation Price"), 2.3719 0.4817 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2843.25 (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Equity Security Units or Stripped Equity Security Units, as the case may be, divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28the Reference Price, 2.8935 0.5780 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract Warrant shall, unless a Cash Settlement has occurred in accordance with SECTION 5.03 hereof or an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10SECTION 5.08 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Warrant Settlement Date at a price equal to $50 the Stated Amount (the "Purchase PricePURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to SECTION 5.09) equal to the Settlement Rate unless, on or prior to or on the Stock Purchase Warrant Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract Warrant is a part. The "Settlement RateSETTLEMENT RATE" is equal to,: (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 _____ (the "Threshold Appreciation PriceTHRESHOLD APPRECIATION PRICE"), 2.3719 _______ shares of Common Stock per Purchase Contract,Warrant; (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.28_____ (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by Warrant having a value, based on the Applicable Market Value, equal to the Stated Amount; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 _______ shares of Common Stock per Purchase ContractWarrant, in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Forward Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.95.7, or a Merger Early Settlement has occurred in accordance with Section 5.105.8, obligate the Holder of the related Unit DECS to purchase, and the Company to sell, on the relevant Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the relevant Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit DECS of which such Forward Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 78.61 (the "Threshold Appreciation Price"), 2.3719 0.6361 shares of Common Stock per Forward Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.2863.91, the number of shares of Common Stock per Forward Purchase Contract equal to the Stated Amount of the related Unit DECS divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.2863.91, 2.8935 0.7824 shares of Common Stock per Forward Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.4 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.11, no fractional shares of Common Stock will be issued upon settlement of Forward Purchase Contracts. (b) No fractional shares . Promptly after the calculation of Common Stock will the Settlement Rate and the Applicable Market Value, the Company shall give the Agent notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value shall be issued made by the Company or its agents based on their good faith calculations, and the Agent shall have no responsibility with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12thereto.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unlessRate, on together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 5.09, unless an Early Settlement, a Fundamental Change Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 the Settlement Rate will be 0.5075 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2874.35 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit Amount, divided by the Applicable Market Value, ; and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 0.6725 shares of Common Stock per Purchase ContractStock, in each case (such Settlement Rate being referred to as the “Maximum Settlement Rate”); The Maximum Settlement Rate, Minimum Settlement Rate and the Applicable Market Value (as defined below) are subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to [$50 25] (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 ____ (the "Threshold Appreciation Price"), 2.3719 ______ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28____, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.28____, 2.8935 ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "“Purchase Price"”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement Rate unlessunless an Early Settlement, on a Cash Merger Early Settlement or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit Units of which such Purchase Contract is a partpart shall have occurred. The "“Settlement Rate" ” is equal to,: (i) if If the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 42.00 (the "“Threshold Appreciation Price"”), 2.3719 the Settlement Rate will be 0.5952 shares of Common Stock per Purchase Contract,(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2834.98 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, which is not subject to adjustment pursuant to Section 5.04(a)(vii); and (iii) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the Settlement Rate will be 0.7147 shares of Common Stock per Purchase ContractStock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Subject to the terms and conditions of this Article V, each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Early Settlement has occurred in accordance with Section 5.105.10 hereof, obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to $50 the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to, to (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 36.00 (the "Threshold Appreciation Price"), 2.3719 0.6944 shares of Common Stock per Purchase Contract, , (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, Price but is greater than $17.2828.60, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and Value and (iiic) if the Applicable Market Value is less than or equal to or less than $17.2828.60, 2.8935 0.8741 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.11, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate obligates the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to [$50 25] (the "“Purchase Price"”), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "“Settlement Rate" ” is equal to, (i) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 $ (the "“Threshold Appreciation Price"”), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28$ , the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to or less than $17.28$ , 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, shall obligate the Holder of the related Unit Security to purchase, and the Company to sell, on the Stock Purchase Final Settlement Date at a price equal to $50 (the "Purchase Price")Stated Amount, a number of newly issued shares of Common Stock equal to the Settlement Rate Rate, unless, on or prior to the Stock Purchase Final Settlement Date, there shall have occurred a Termination Event or an Early Settlement with respect to the Unit Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to, to (ia) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 ____ (the "Threshold Appreciation Price"), 2.3719 shares __________ of a share of Common Stock per Purchase Contract, , (iib) if the Applicable Market Value is less than or equal to the Threshold Appreciation Price, Price but is greater than $17.28the Stated Amount, the number of shares a fractional share of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and Value (iiirounded upward or downward to the nearest 1/10,000th of a share) and (c) if the Applicable Market Value is less than or equal to or less than $17.28the Stated Amount, 2.8935 shares one share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share)506. As provided in Section 5.12510, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Forward Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.95.7, or a Merger Early Settlement has occurred in accordance with Section 5.105.8, obligate the Holder of the related Unit DECS to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 25 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit DECS of which such Forward Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 $ (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Forward Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28$ , the number of shares of Common Stock per Forward Purchase Contract equal to the Stated Amount of the related Unit DECS divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28$ , 2.8935 shares of Common Stock per Forward Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.4 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Forward Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.125.10.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 ___ (the "Threshold Appreciation Price"), 2.3719 ___ shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28___, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28___, 2.8935 ___shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9, 5.9 hereof or a Merger Fundamental Change Early Settlement has occurred in accordance with Section 5.105.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to Contract Settlement Date, for $50 in cash (the "“Purchase Price"”), a number of newly issued newly‑issued shares of Common Stock equal determined by reference to the applicable Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a partRate. The "applicable “Settlement Rate" is equal to,” shall be determined as follows: (ia) if the Applicable Market Value (as defined below) is equal to or greater than or equal to $21.08 280.15 (the "“Threshold Appreciation Price"”), 2.3719 the applicable Settlement Rate shall equal 0.1785 shares of Common Stock per Purchase Contract,Contract (the “Minimum Settlement Rate”); (iib) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28224.12 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount of the related Unit $50 divided by the Applicable Market Value, ; and (iiic) if the Applicable Market Value is less than or equal to or less than $17.28the Reference Price, 2.8935 the applicable Settlement Rate shall equal 0.2231 shares of Common Stock per Purchase ContractContract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.125.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.