Common use of Reorganization Events Clause in Contracts

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event ofthat, prior to the Mandatory Conversion Date there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assets;other property of the Corporation or another Person; or (iii) any reclassification of the Common Stock into securities, securities including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property Stock; (eachany such event specified in this Section 11(a), a “Reorganization Event”), then each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shallshall remain outstanding but shall automatically convert, without the consent of Holders effective as of the Purchase Contractsclose of business on the Mandatory Conversion Date, become a contract to purchase into the kind type and amount of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Series B Preferred Stock would have been entitled then be convertible (and for the purpose of such calculation, shares of Common Stock sufficient for the full conversion of all shares of Series B Preferred Stock shall be deemed to receive in connection with be authorized for issuance under the Certificate of Incorporation on such Reorganization Event date) (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property being receivable upon conversion of any Series B Preferred Stock in accordance with Section 8 shall be determined based upon the Conversion Price in effect on the date of consummation of the Reorganization Event. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within twenty (20) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) Notwithstanding anything to the contrary in this Section 11 or otherwise in this Certificate of Amendment, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless such agreement (i) entitles Holders to receive, on an as-converted basis, the securities, cash and other property receivable in such transaction by a holder of one share shares of Common Stock would have received in that was not the counterparty to such Reorganization Event) and, prior to transaction or at the effective time an Affiliate of such Reorganization Eventother party as described in Section 11(a), (ii) provides that each share of Series B Preferred Stock shall be converted into the Company number of shares of Common Stock as provided in Section 8 or (iii) provides that (1) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the successor District of Columbia, and (2) such Series B Preferred Stock remaining outstanding or purchasing Personsuch preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole. For the avoidance of doubt, nothing herein shall execute with prohibit the Purchase Contract Agent and Corporation from entering into or consummating a transaction constituting a Fundamental Change provided that the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change Series B Preferred Stock is treated as set forth in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventpreceding sentence.

Reorganization Events. (a) In the event of: (i1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case, pursuant to which the Common Stock outstanding immediately prior to (but not the merger Series A Preferred Stock) is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person)person; (ii2) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securitiesCorporation, including securities other than in each case pursuant to which the Common Stock (but not the Series A Preferred Stock) is converted into cash, securities or other than changes in par value or resulting from a subdivision or combination)property; or (iv3) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, (but not the Series A Preferred Stock) into other securities, cash or other property (each, each of which is referred to as a “Reorganization Event”), ) each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders the holders of Series A Preferred Stock (unless otherwise required by the Purchase ContractsInvestment Agreement) and subject to Section 9(k), remain outstanding but shall become a contract to purchase convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a is prior to the applicable Conversion Date) that the holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such holder converted its share of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or at the effective time date of such the Reorganization Event, assuming that such holder is not a Person with which the Company Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a extent such Reorganization Event. For purposes Event provides for different treatment of Common Stock held by Affiliates of the foregoingCorporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (ia) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which of another Person with or into the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person);Company; or (iib) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities and assets of the Company with another Person (other than in connection with a merger or acquisition)Company; in each case, as a result case in which holders of which the Ordinary Common Stock would be converted intoentitled to receive cash, or exchanged for, securities, cash securities or other property for their shares of Ordinary Common Stock (eachany such event specified in this Section 12, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event this Warrant shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at following the effective time of such Reorganization Event, without the consent of the Holder and at the sole discretion of the Company, (i) be converted into the cash, securities and other property receivable in such Reorganization Event by and in the same relative amounts as a holder of Ordinary Common Stock (other than securities issued or other property distributed by such holder or its Affiliates) holding, immediately prior to the Reorganization Event, a number of shares of Ordinary Common Stock equal to the number of Warrant Shares which would be issuable for Class B Common Stock or Series C Preferred Stock, as applicable, under this Warrant (disregarding the Share Issuance Limitation, if any) immediately prior to such Reorganization Event; provided, however, that if such consideration consists, in whole or in part, of shares of capital stock of, or other equity interests in, the Company or the successor or purchasing any other Person, as then the case may be, shall execute with the Purchase Contract Agent designation and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement powers, preferences and relative, participating, optional and other rights and the Purchase Contracts qualifications, limitations and restrictions of such shares of capital stock or other equity interests may differ only to provide for such change the extent that the then existing designation and powers, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of the Ordinary Common Stock, Class B Common Stock or Series C Preferred Stock differ as provided in the Certificate of Incorporation (including, without limitation, with respect to the voting rights and conversion provisions thereof) if and to the extent necessary due to regulatory requirements or restrictions applicable to the entity surviving the Reorganization Event that are similar in nature to those applicable to the Company; and provided, further, that, if the holders of the Ordinary Common Stock, Class B Common Stock or Series C Preferred Stock are granted the right to settle elect to receive one of two or more alternative forms of consideration, the Purchase Contractsforegoing provision shall be deemed satisfied if holders of the other class are granted identical election rights, subject to the previous proviso, or (ii) be redeemed by the Company for a cash price equal to 100% of the fair value of the consideration as determined by the Board of Directors, acting reasonably and in good faith, received under clause (i) (such cash, securities or other property, the “Exchange Property”); provided, however, that the Exchange Property shall be reduced by an amount equal to the Exercise Price that the Holder would have paid had the Holder exercised this Warrant on the date of such Reorganization Event; and provided, further, that, if the Exercise Price would exceed the value of the Exchange Property, then the Warrant shall be cancelled for no consideration in connection with the Reorganization Event. Notwithstanding anything to the contrary hereincontrary, in no event this Section 12 shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property not apply in the case of any of, and a Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall not be deemed to be be, a merger, consolidation, reorganization or statutory share exchange (A) among the weighted average Company and its direct and indirect Subsidiaries or (B) between the Company and any Person for the primary purpose of changing the domicile of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventCompany.

Reorganization Events. (a) In the event of: (i) So long as any consolidation or merger shares of Series A Preferred Stock are outstanding, if there occurs a Reorganization Event, then a Holder shall, effective as of the Company with or into another Person (other than a merger or consolidation in which consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the Company is the continuing or surviving corporation type and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cashamount of securities, securities or cash and other property receivable in such Reorganization Event by a Holder of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance number of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification shares of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common number of shares of Series A Preferred Stock held by such Holder would then be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent convertible; provided that if upon receipt of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, such Holder, together with all Affiliates of the “Exchange Property” with each unit Holder, would own or control in the aggregate more than the Reorganization Threshold of Exchange Property being any class of voting securities of the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in Person surviving such Reorganization Event) and, prior to Event or at the effective time parent company of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything instead receive substantially identical preference securities to the contrary hereinSeries A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, in no event shall a Qualified McKesson Exit and related transactions, including as the Merger, constitute a Reorganization Eventcase may be. For purposes of the foregoingthis Section 8(a), the type and “Reorganization Threshold” means the lesser of the proportionate amount of Exchange Property in the case outstanding Common Stock of any the Company held by the Holder immediately prior to the Reorganization Event and 9.99%. (b) In the event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that have the Company would otherwise opportunity to elect the form of consideration to be required received in such transaction, the Holders of Series A Preferred Stock shall be entitled to deliver participate in such elections as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventelection deadline.

Reorganization Events. (a) In the event ofthat, prior to the Conversion Date with respect to the shares of Series D Preferred Stock of any Holder there occurs: (i) any consolidation consolidation, merger, tender or merger exchange offer, amalgamation or other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for Shares will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Shares will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock Shares into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Shares; or (iv) any statutory exchange of the outstanding Common Shares for securities of the Company with another Person (other than in connection with a merger or acquisition) (any such event specified in the foregoing clauses (i) through (iv); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), then each Purchase Contract share of such Holder’s Series D Preferred Stock outstanding immediately prior to such Reorganization Event shallshall automatically, without the consent of Holders effective as of the Purchase Contractsclose of business on the closing date of such Reorganization Event, become a contract be cancelled and such Holder shall receive, on account of each cancelled Series D Preferred Share held by it immediately prior to purchase the kind occurrence of such Reorganization Event, the type and amount of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event by the holder of a Common Share (excluding the holder counterparty to the Reorganization Event or an Affiliate of such counterparty) multiplied by the Applicable Conversion Rate; provided that if the consideration payable in any such Reorganization Event consists (in whole or in part) of property or securities that would reasonably be expected to create, aggravate or exacerbate any issue, problem or concern for any Holder or any of its Affiliates, then the Holders and the Company or the counter-party to such Reorganization Event shall use commercially reasonable efforts to cause the consideration payable to such Holder shall be adjusted (e.g., by the issuance of non-voting securities that are economically equivalent to the voting securities they replaced and would convert into such voting securities on transfer to an unaffiliated third party, subject to the conversion restrictions set forth in Section 7(a)) to the maximum extent practicable to eliminate or address such issue, problem or concern, so long as such adjusted or different securities have the same value as, and are pari passu with, the securities that they replaced (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being ”). (b) In the kind and amount of Exchange Property event that a holder of one share holders of Common Stock would Shares have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of Common Shares that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent Shares in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (d) The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series D Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. (ai) In the event ofthat there occurs: (iA) any consolidation consolidation, merger or merger other business combination of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (iiB) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of the Corporation; (iiiC) any reclassification reclassification, recapitalization or reorganization of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)the Corporation; or (ivD) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisitionother business combination); and in each case, as a result the holders of which the Common Stock would be converted intoreceive stock, or exchanged for, securities, cash other securities or other property or assets (eachincluding cash or any combination thereof) with respect to or in exchange for the Common Stock (any such event or transaction, a “Reorganization Event”), ) each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the notice to or consent of Holders of the Purchase ContractsHolder(s) and subject to Subdivision 3(k)(v), become a contract to purchase convertible (but, for the avoidance of doubt, shall not be automatically converted in connection with such Reorganization Event) into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive received in connection with such Reorganization Event by the holders of the Common Stock (other than the counterparty to the Reorganization Event or an Affiliate of such counterparty) (such securities, cash and other property, the “Exchange Property” with each unit ”). (ii) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(ivHolder(s) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will conversion shall be deemed to be the weighted average of the types and amounts of consideration actually received by a majority of the holders of the shares of Common Stock that did make an affirmative election. (iii) The above provisions of this Subdivision 3(k) shall similarly apply to successive Reorganization Events and the provisions of Subdivision 3(j) shall apply to any shares of capital stock received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent Stock in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (iv) The Corporation (or any successor) shall, within 20 days of the consummation of any Reorganization Event, provide written notice to the Holder(s) of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Subdivision 3(k). (v) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless: (A) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Subdivision 3(k); and (B) to the extent that the Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or, in the case of a Reorganization Event described in Subdivision 3(k)(i)(B), an exchange of Series A Preferred Stock for the stock of the Person to whom the Corporation’s assets are conveyed or transferred, and such stock of the Person surviving such Reorganization Event or to whom the Corporation’s assets are conveyed or transferred shall have voting powers, preferences and relative, participating, optional or other special rights as nearly equal as possible to those provided in this Certificate of Incorporation.

Reorganization Events. (a) In the event of: (i1) any consolidation or merger of the Company Corporation with or into another Person (Person, or other than a merger or consolidation similar transaction, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii2) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assets;other property of the Corporation or another Person; or (iii3) any reclassification of the Common Stock into securities, securities including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property Stock; (eachany such event specified in this Section 11(a), a “Reorganization Event”), ; each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, shall remain outstanding but shall become a contract to purchase convertible into the kind of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Series B Preferred Stock would have been entitled then be convertible (and for the purpose of such calculation, shares of Common Stock sufficient for the full conversion of all shares of Series B Preferred Stock shall be deemed to receive in connection with be authorized for issuance under the Articles of Incorporation on such Reorganization Event date) (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in the Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property being receivable upon conversion of any Series B Preferred Stock in accordance with Section 8 shall be determined based upon the Conversion Price in effect on the date of consummation of the Reorganization Event. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within twenty (20) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) Notwithstanding anything to the contrary in this Section 11 or otherwise in this Certificate of Designations, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless such agreement (i) entitles Holders to receive, on an as-converted basis, the securities, cash and other property receivable in such transaction by a holder of one share shares of Common Stock would have received in that was not the counterparty to such Reorganization Event) and, prior to transaction or at the effective time an affiliate of such Reorganization Eventother party as described in Section 11(a), (ii) provides that each share of Series B Preferred Stock shall be converted into the Company number of shares of Common Stock as provided in Section 8(b) or (iii) provides that (1) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the successor District of Columbia, and (2) such Series B Preferred Stock remaining outstanding or purchasing Personsuch preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole. For the avoidance of doubt, nothing herein shall execute with prohibit the Purchase Contract Agent and Corporation from entering into or consummating a transaction constituting a Fundamental Change provided that the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change Series B Preferred Stock is treated as set forth in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventpreceding sentence.

Reorganization Events. (a) In the event of: : (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); person, (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assets; another person, (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person person (other than in connection with a merger or acquisition) (any such event specified in this Section 5(a); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”” ), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, shall remain outstanding but shall become a contract to purchase convertible into the kind of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Series A Preferred Stock would have been entitled to receive in connection with such Reorganization Event then be convertible (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders (excluding the counterparty to the Reorganization Event or an affiliate of such counterparty) of the shares of Common Stock that affirmatively make an election. (c) The Company (or any successor) shall, within 10 days of the occurrence of any Reorganization Event, provide written notice to the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing such occurrence of such weighted average as soon as practicable after event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such determination is made. The number notice shall not affect the operation of units this Section 5. (d) Notwithstanding anything to the contrary in this Section 5 or otherwise in this Certificate of Exchange Property Designation, the Company shall deliver not enter into any agreement for each Purchase Contract settled following a transaction constituting a Fundamental Change (as defined herein) unless such agreement entitles holders to receive, on an as-if converted basis, the effective date of securities, cash and other property receivable in such Reorganization Event shall be equal to the number transaction by a holder of shares of Common Stock that was not the Company would otherwise be required counterparty to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, such transaction or an affiliate of such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date party. “Fundamental Change” means the occurrence, prior to the close Conversion Date, of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon consummation of any consolidation or merger of the Applicable Market Value Company or similar transaction or any sale, lease or other transfer in one transaction or a series of a unit transactions of Exchange Property that a holder all or substantially all of one share the consolidated assets of the Company to any person, in each case pursuant to which the Common Stock would have received will be converted into cash, securities or other property, other than pursuant to a transaction in which the persons that “beneficially owned” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, voting shares of the Company immediately prior to such Reorganization Eventtransaction beneficially own, directly or indirectly, voting shares representing a majority of the continuing or surviving person immediately after the transaction.

Reorganization Events. (ai) In the event ofthat there occurs: (iA) any consolidation consolidation, merger or merger other business combination of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (iiB) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of the Corporation; (iiiC) any reclassification reclassification, recapitalization or reorganization of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)the Corporation; or (ivD) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisitionother business combination); and in each case, as a result the holders of which the Common Stock would be converted intoreceive stock, or exchanged for, securities, cash other securities or other property or assets (eachincluding cash or any combination thereof) with respect to or in exchange for the Common Stock (any such event or transaction, a “Reorganization Event”), ) each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the notice to or consent of Holders of the Purchase ContractsHolder(s) and subject to Subdivision 14(k)(v), become a contract to purchase convertible (but, for the avoidance of doubt, shall not be automatically converted in connection with such Reorganization Event) into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive received in connection with such Reorganization Event by the holders of the Common Stock (other than the counterparty to the Reorganization Event or an Affiliate of such counterparty) (such securities, cash and other property, the “Exchange Property” with each unit ”). (ii) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(ivHolder(s) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will conversion shall be deemed to be the weighted average of the types and amounts of consideration actually received by a majority of the holders of the shares of Common Stock that did make an affirmative election. (iii) The above provisions of this Subdivision 14(k) shall similarly apply to successive Reorganization Events and the provisions of Subdivision 14(j) shall apply to any shares of capital stock received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent Stock in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (iv) The Corporation (or any successor) shall, within 20 days of the consummation of any Reorganization Event, provide written notice to the Holder(s) of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Subdivision 14(k). (v) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless: (A) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Subdivision 14(k); and (B) to the extent that the Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Preferred Stock into stock of the Person surviving such Reorganization Event or, in the case of a Reorganization Event described in Subdivision 14(k)(i)(B), an exchange of Series B Preferred Stock for the stock of the Person to whom the Corporation’s assets are conveyed or transferred, and such stock of the Person surviving such Reorganization Event or to whom the Corporation’s assets are conveyed or transferred shall have voting powers, preferences and relative, participating, optional or other special rights as nearly equal as possible to those provided in this Certificate of Incorporation.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), ; then each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders approval or election of the Purchase ContractsHolders and subject to Section 13, remain outstanding but shall become a contract to purchase convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event and the Original Issuance Price applicable at the effective time of such Reorganization Eventsubsequent conversion; provided, however that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 11(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 11(d) and Section 12(b), remain outstanding but shall become convertible into, in accordance with Section 6 and Section 7, the number, kind and amount of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distributions on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series B Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Common Stock immediately prior to or at the effective time date of such the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event, ; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 11(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company Corporation is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for for, or converted into, cash, securities or other property of the Company Corporation or another Personcorporation); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)Corporation; or (iviii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition), any reclassification or any binding share exchange which reclassifies or changes its outstanding Common Stock; in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), ,” each Purchase Contract share of the Designated Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders the holders of the Purchase ContractsDesignated Stock, become a contract to purchase convertible into the kind and amount of securities, cash and/or and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and, solely with respect to dividends or distributions described in Section 3(b) above, without any right (in connection with such Reorganization Event) to dividends or distribution thereon which have a record date that is prior to the Mandatory Conversion Date) per share of Common Stock by a holder of Common Stock would have been entitled that is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to receive in connection with which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event (such securities, cash provides for different treatment of Common Stock held by Affiliates of the Corporation and other property, the “Exchange Property” with each unit of Exchange Property being non-Affiliates; provided that if the kind and amount of Exchange Property that a holder of one receivable upon such Reorganization Event is not the same for each share of Common Stock would have received in held immediately prior to such Reorganization Event) andEvent by a Person other than a Constituent Person or an Affiliate thereof, prior to or at then for the effective time purpose of this Section 9(a), the Exchange Property receivable upon such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that affirmatively make an election (or of all such holders if none make an election). If the Company would otherwise be required to deliver as determined based on Mandatory Conversion Date follows a Reorganization Event, the Fixed Settlement Rates Conversion Rate then in effect will be applied to the amount on the applicable Determination Date, or Mandatory Conversion Date of such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one received per share of Common Stock would have received Stock, as determined in such Reorganization Eventaccordance with this Section 9.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Vale with or into another Person (other than a merger or consolidation in which the Company Vale is the continuing or surviving corporation and in which the Common Stock preferred class A shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company Vale or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of Vale; (iii) any reclassification of Common Stock Vale’s preferred class A shares into securities, securities including securities other than Common Stock (other than changes preferred class A shares, or any exchange in par value which Vale preferred class A shares are exchanged for, or resulting from a subdivision or combination)converted into, the right to receive Vale common shares; or (iv) any statutory exchange of securities of the Company Vale’s preferred class A shares with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 2.8(e); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), ; each Purchase Contract Note outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contractsholders thereof, become a contract to purchase convertible into the kind of securities, cash and/or and other property that a such holder of Common Stock would have been entitled to receive in connection with if such Reorganization Event holder had converted its Note immediately prior to such reorganization event (such securities, cash and other property, the “Exchange Property” with ”). On the applicable conversion date, each unit Note shall be converted into the amount and value of Exchange Property being the kind and amount of Exchange Property that securities, cash or property a holder of one preferred class A share (including in the form of Common Stock an ADS) would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein transaction (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close date such Notes are actually converted), multiplied by the applicable Conversion Rate then in effect. The amount of business on the Determination Date). Each Fixed Settlement Rate Exchange Property receivable upon conversion of any Note shall be determined based upon the Conversion Rate in effect on such conversion date. The applicable Conversion Rate shall be (x) the Minimum Conversion Rate, in the case of an Early Conversion Date or (y) determined based upon the definition of Conversion Rate set forth in Section 2.3 and the Applicable Market Value (as defined below) at such time, in the case of a unit the Mandatory Conversion Date. For purposes of this Section 2.8(e), the “Applicable Market Value” of the Exchange Property will be (x) if the Exchange Property consists of Reported Securities, the average of the daily closing prices on each of the 20 consecutive Scheduled Trading Days for the Reported Securities immediately preceding the Reorganization Event, or (y) if the Exchange Property consists of consideration other than Reported Securities, the Fair Market Value of the property received per ADS on the date the Exchange Property is received in connection with the Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of one share of Common Stock a Note would have been entitled to receive as a holder of Vale preferred class A shares in the case of any Reorganization Event or other transaction that causes our preferred class A shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Vale preferred class A shares that affirmatively make such an election. The above provisions of this Section 2.8(e) shall similarly apply to successive Reorganization Events and the provisions of Section 2.8 shall apply to any shares of capital stock of Vale (or any successor) received by the holders of Vale preferred class A shares in any such Reorganization Event. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 2.8(e).

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the Company’s consolidated property or assets; (iii) any reclassification and assets of the Corporation, in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control, with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract share of Series A outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 7(l) and Section 8(c), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distributions on such Exchange Property which have a record date that a holder is prior to the applicable Holder Conversion Date, Automatic Conversion Date or 2023 Conversion Date) that the Holder of one such share of Common Stock Series A would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A into the applicable number of shares of Common Stock immediately prior to or at the effective time date of such the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event, assuming that the Company Corporation elected to issue Additional Shares in connection with such conversion and including such shares for the foregoing purposes; provided that the foregoing shall not apply if such Holder is a Person with which the Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 7(j), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger Upon the occurrence of the Company with or into another Person (other than a merger or consolidation in which the Company Reorganization Event prior to an applicable Conversion Date, if such date is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”)Stockholder Approvals Date, each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders any Holders, be entitled to receive, out of the Purchase Contractsassets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, become a contract and after satisfaction of all liabilities and obligations to purchase creditors of the kind Corporation and subject to the rights of securitiesany securities ranking senior to the Series A Preferred Stock, cash and/or other property that a holder before any distribution of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior assets or proceeds is made to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide set aside for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock and any other Junior Stock. The Company shall notify , in full, the Purchase Contract Agent in writing greater of the (1) amount per share equal to two times the Series A Preferred Liquidation Amount or (2) amount equal to the distribution amount of such weighted average assets or proceeds of the Corporation as soon as practicable after such determination is made. The number was receivable by a holder of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock into which such share of Series A Preferred Stock was convertible immediately prior to such Reorganization Event (assuming the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock) (such payment, the “Preferred Exchange Property”). (1) Upon the occurrence of a Reorganization Event prior to an applicable Conversion Date, if such date is after the Stockholder Approvals Date, each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, automatically convert into the types and amounts of securities, cash, and other property that is or was receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which such share of Series A Preferred Stock was convertible immediately prior to such Reorganization Event in exchange for such shares of Series A Preferred Stock (such securities, cash, and other property, the “NVCE Exchange Property”); provided that, to the extent receipt of any NVCE Exchange Property would be prohibited by Law or would require the Holder to obtain any consent, authorization, approval, license or permit of any Governmental Entity to acquire or hold the NVCE Exchange Property, then the portion of the Series A Preferred Stock of such Holder that such Holder is prohibited by Law or requires such action to acquire or hold shall instead either (A) convert into a substantially identical non-voting security (with commensurate voting powers and conversion rights as the Series A Preferred Stock hereunder) of the entity surviving such Reorganization Event or other entity in which holders of shares of Common Stock receive securities in connection with such Reorganization Event or (B) if proper provision is not made to give effect to the foregoing subclause (A), remain outstanding without any alterations to the terms thereof and be convertible into the NVCE Exchange Property. (2) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such Reorganization Event, the Corporation shall ensure that the Company would otherwise be required Holders of the Series A Preferred Stock have the same opportunity to deliver as determined based on elect the Fixed Settlement Rates then form of consideration in effect on accordance with the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon same procedures and without any right to dividends or distributions thereon which have a record date prior pro ration mechanics that apply to the close election to be made by the holders of business on the Determination Date)Common Stock. Each Fixed Settlement Rate The amount of NVCE Exchange Property receivable upon conversion of any Series A Preferred Stock shall be determined based upon the Applicable Market Value Conversion Price in effect on the date on which such Reorganization Event is consummated. (3) The Corporation shall not enter into any definitive agreement for a transaction constituting a Reorganization Event unless such definitive agreement provides for the conversion of a unit of the Series A Preferred Stock into the Exchange Property in a manner that a holder of one share of Common Stock would have received in such Reorganization Eventis consistent with and gives effect to this Section VIII(i)(ii).

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i1) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which of another Person with or into the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person);Corporation; or (ii2) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities and assets of the Company with another Person (other than in connection with a merger or acquisition); Corporation, in each case, as a result case in which holders of which the Ordinary Common Stock would be converted intoentitled to receive cash, or exchanged for, securities, cash securities or other property for their shares of Ordinary Common Stock (eachany such event specified in this Section 10(a), a “Reorganization Event”), each Purchase Contract the outstanding shares of Series B Preferred Stock shall be deemed for the purposes of this Section 10 only to be converted into the number of shares of Ordinary Common Stock equal to the quotient of (x) the Liquidation Preference plus an amount per share equal to the accrued but unpaid Dividends not previously added to the Liquidation Preference on such shares of Series B Preferred Stock from and including the immediately prior to preceding Dividend Payment Date to, but excluding the date of conversion and (y) the Base Price for the date of effectiveness of such Reorganization Event and each such share shall, without the consent of Holders of the Purchase Contracts, (A) become a contract to purchase the kind of securities, cash and/or convertible into securities and other property that receivable in such Reorganization Event by and in the same relative amounts as a holder of Ordinary Common Stock would have been entitled to receive in connection with other than securities issued or other property distributed by such holder or its Affiliates if such Reorganization Event is entered into with such holder or its Affiliates; provided, however, that if such consideration consists, in whole or in part, of shares of capital stock of, or other equity interests in, the Corporation or any other Person, then the designation and the powers, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of such shares of capital stock or other equity interests may differ only to the extent that the then existing designation and powers, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of the Ordinary Common Stock and Series B Preferred Stock differ as provided in this Certificate of Designation or the Certificate of Designation for the Series B-2 11.5% Preferred Stock (including, without limitation, with respect to the voting rights and conversion provisions thereof) or, at the Corporation’s sole discretion, (B) be redeemed by the Corporation for a cash price equal to 105% of the fair value of the consideration that would have otherwise been received under subsection (A), as determined by the Board of Directors acting reasonably and in good faith (such securitiescash, cash securities and other property, the “Exchange Property” with each unit ”). (b) Subject to the restrictions set forth in Section 10(a), in the event that holders of the shares of the Ordinary Common Stock have the opportunity to elect the form of Exchange Property being to be received in such transaction, the Exchange Property that holders of the Series B Preferred Stock shall be entitled to receive shall be determined by the holders of a majority of the outstanding shares of Series B Preferred Stock. (c) Notwithstanding anything in this Certificate of Designation to the contrary, Section 10(a) shall not apply to a merger, consolidation, asset sale, reorganization or statutory share exchange (1) among the Corporation and its direct and indirect Subsidiaries or (2) between the Corporation and any Person for the primary purpose of changing the domicile of the Corporation (an “Internal Reorganization Event”) and no such transaction shall be deemed to be a Reorganization Event. Without limiting the rights of the holders of the Series B Preferred Stock set forth in Section 9(c)(1), the Corporation shall not effectuate an Internal Reorganization Event without the consent of the holders of a majority of the outstanding shares of the Series B Preferred Stock unless the Series B Preferred Stock shall be outstanding as a class or series of preferred stock of the surviving entity having the same rights, terms, preferences, liquidation preference and accrued and unpaid Dividends as the Series B Preferred Stock in effect immediately prior to such Internal Reorganization Event, as adjusted for such Internal Reorganization Event pursuant to this Certificate of Designation after giving effect to any such Internal Reorganization Event. (d) The Corporation (or any successor) shall, within 20 days after the occurrence of any Reorganization Event or Internal Reorganization Event, provide written notice to the holders of the Series B Preferred Stock of the occurrence of such event and, in the case of a Reorganization Event, of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that a holder Property. Failure to deliver such notice shall not affect the operation of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company this Section 10 or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case validity of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Internal Reorganization Event.

Reorganization Events. 1. Unless it is a Change of Control and the Corporation complies with its obligations under Section (A) of Article VIII to redeem the Series A Preferred Stock, if there occurs: (a) In the event of: (i) any reclassification, statutory exchange, merger, amalgamation, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case, pursuant to which the Common Stock outstanding immediately prior is changed or converted into, or exchanged for, or represent solely the right to the merger or consolidation is not exchanged for receive, cash, securities or other property of the Company or another Person)property; (iib) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification Corporation, in each case pursuant to which the shares of Common Stock are converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (ivc) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in amalgamation covered by Section I(1)(a) of this Article IX) or reclassification, recapitalization or reorganization of the shares of Common Stock into other securities, (each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”),” with such cash, each Purchase Contract outstanding immediately prior securities or other property being referred to such Reorganization Event shall, without as “Reference Property” and the consent of Holders of the Purchase Contracts, become a contract to purchase the amount and kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Reference Property that a holder of one share of Common Stock would have received in be entitled to receive on account of such Reorganization Event) and, Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property and without any interest on such Reference Property or any right to any dividend or distribution on such Reference Property that has a record date that is prior to or at the effective time of such Reorganization Event) being referred to as a “Reference Property Unit”)) then, effective as of the effective time (or consummation, if applicable) of such Reorganization Event, without the requirement of any action by or receipt of any consent from any Holder of shares of Series A Preferred Stock (but subject to the terms and conditions of Section (I)(2) of this Article IX), (I) the consideration due upon conversion of any share of Series A Preferred Stock, the Company adjustments to the Conversion Price, the determination of the amount and kind of Participating Dividends that Holders of Series A Preferred Stock will be entitled to receive, and the conditions to any Mandatory Conversion, will each be determined in the same manner as if each reference to any number of shares of Common Stock in this Certificate of Designation were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Change of Control,” the “Capital Stock” of the Corporation will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, the Closing Price or VWAP of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the successor fair value of such Reference Property Unit or purchasing Personportion thereof, as applicable, determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If such Reorganization Event provides for different treatment of shares of Common Stock held by Affiliates of the Corporation and non-Affiliates or by the Person with which the Corporation amalgamated or consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with a “Constituent Person”), or an Affiliate of a Constituent Person, then the Purchase Contract Agent and composition of the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and Reference Property Unit will be determined based on the Purchase Contracts cash, securities or other property that were distributed in such Reorganization Event to provide for such change in holders of shares of Common Stock that are not Constituent Persons or Affiliates of the right to settle Corporation or Constituent Persons. In addition, if the Purchase Contracts. Notwithstanding anything to the contrary hereinkind or amount of cash, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute securities or other property receivable upon a Reorganization Event. For purposes Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate of the foregoingCorporation or a Constituent Person, then for the purpose of this Section (I) of Article IX, the type and amount composition of Exchange the Reference Property in the case of any Reorganization Event that causes the Common Stock to Unit will be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be on the weighted average average, as determined by the Corporation in good faith, of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventStock.

Reorganization Events. (a) In the event ofthat there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in each case pursuant to which the Company is the continuing or surviving corporation and in which the Class A Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification reclassification, recapitalization, or reorganization of the Class A Common Stock into securities, securities including securities other than the Class A Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisitionother business combination); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 10(a), a “Reorganization Event”), ; each Purchase Contract share of Series A-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Purchase Contracts, become a contract to purchase Holders into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property” with each unit ”) (without interest on such Exchange Property). (b) In the event that holders of Exchange Property being the kind and amount shares of Exchange Property that a holder of one share of Class A Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will conversion shall be deemed to be the weighted average of the types and amounts of consideration actually received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holders holder of Common Stockshares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basis. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall notify not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Series A-1 Preferred Stock into the Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal in a manner that is consistent with and gives effect to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventthis Section 10.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date Record Date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation recapitalization, reclassification or merger change of the Company with or into another Person Common Stock (other than a merger change in par value, or consolidation in from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which the Company an adjustment is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior made pursuant to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another PersonSection 5.01(a)(i)); (ii) any direct consolidation or indirect salemerger, lease, assignment, transfer amalgamation or conveyance of all or substantially all of combination involving the Company’s consolidated property or assets; (iii) any reclassification sale, lease or other transfer to another Person of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or (iv) any statutory binding exchange of securities of the Company with another Person (other than in connection with a merger or acquisitionacquisition covered by clause (i) above); , and, in each case, as a result of which the Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets (including cash or other property any combination thereof) (eachany such event, a “Reorganization Merger Event”)” and such common stock, each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, property or assets (including cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other propertyor any combination thereof), the “Exchange Reference Property” with each unit of Exchange Property being and the kind and amount of Exchange Reference Property that a holder of one share of the Common Stock would be entitled to receive on account of such Merger Event, an “Reference Property Unit”), then, at the effective time of the applicable Merger Event, the right to settlement of each Unit or Separate Purchase Contract into shares of Common Stock will be changed into a right to settlement of such Unit or Separate Purchase Contract based on the kind and amount of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive upon such Merger Event. However, at and after the effective time of the Merger Event, (i) any number of shares of Common Stock that the Company would have been required to deliver upon settlement of the Units and Separate Purchase Contracts as set forth above will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Merger Event, (ii) the Company or Daily VWAP and Closing Price will be calculated based on the successor or purchasing Person, as value of a Reference Property Unit and (iii) the case may be, shall execute with consideration due upon settlement of the Purchase Contract Agent Units and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Separate Purchase Contracts will be determined as if relevant references to provide shares of Common Stock or any number thereof (including for such change in the right to settle the Purchase Contracts. Notwithstanding anything purposes of any adjustment to the contrary herein, in no event shall Fixed Settlement Rates) were deemed replaced with references to the components of a Qualified McKesson Exit and related transactions, including Reference Property Unit. If the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Merger Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the amount and type of Reference Property that a holder of one or more shares of Common Stock would have been entitled to receive in such Merger Event (and that will be deliverable upon settlement of the Units and Separate Purchase Contracts) will shall be deemed to be based on the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election. The Company shall notify Holders of the Purchase Contract Agent in writing of such weighted average as soon as reasonably practicable after such determination is made. The number of units of Exchange Property Notwithstanding anything to the contrary herein, for so long as the Units or Separate Purchase Contracts remain outstanding, the Company shall deliver will not become a party to any agreement providing for each Purchase Contract settled following a Merger Event if the effective date terms of such Reorganization Event shall be equal agreement relative to the number treatment of shares the Units or Separate Purchase Contracts are inconsistent with the provisions described in this Section 5.01(e), unless the Purchase Contracts are to be settled (including pursuant to an Early Mandatory Settlement) prior to consummation of Common Stock that such Merger Event. The above provisions of this Section 5.01(e) shall similarly apply to successive Merger Events. Following each Merger Event, (i) for the Company would otherwise be required to deliver as determined based on avoidance of doubt, the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior together with corresponding adjustments to the close of business on Fundamental Change Settlement Rates, the Determination Date). Each Fixed Settlement Rate Stock Prices, the Reference Price and the Threshold Appreciation Price) shall be subject to adjustments which will be as nearly equivalent as may be practicable, as determined based upon by the Applicable Market Value Board of Directors in its commercially reasonable judgment, to the adjustments provided for in this Section 5.01 (except that no such adjustments shall be required with respect to any portion of a unit Reference Property Unit that does not consist of Exchange Property that Capital Stock); and (ii) for all purposes hereunder (including, without limitation, for purposes of determining whether a holder of one share of Fundamental Change has occurred), each reference herein to Common Stock would have received in shall be read as if such Reorganization Eventreference were instead a reference to the Reference Property Units.

Reorganization Events. (a) In the event of: (i) any consolidation or merger or other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will receive a distribution of cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person to the extent not set forth above; (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachforegoing events, a “"Reorganization Event”"), each Purchase Contract Preferred Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders of the Purchase ContractsHolders, automatically become a contract to purchase convertible into the kind and amount of securities, cash and/or cash, and other property or assets that a holder (that was not the counterparty to the Reorganization Event or an Affiliate of such other party) of a number of shares of Common Stock equal to the Conversion Rate per Preferred Share prior to such Reorganization Event would have owned or been entitled to receive in connection with upon such Reorganization Event (such securities, cash cash, and other propertyproperty or assets, the “Exchange "Reference Property” with each unit "). In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of the shares of Common StockStock that affirmatively make an election. The Company amount of Reference Property receivable upon conversion of any Preferred Shares in accordance with Section 3 shall notify be determined based upon the Purchase Contract Agent Conversion Rate in writing of effect on such weighted average as soon as practicable Conversion Date. If the Holders receive only cash in such Reorganization Event, then for all conversions that occur after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event (x) the consideration due upon conversion of each Preferred Share shall be solely cash in an amount equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based Conversion Rate on the Fixed Settlement Rates then in effect on Conversion Date multiplied by the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one price paid per share of Common Stock would have received in such Reorganization Event. The above provisions of this Section 10 shall similarly apply to successive Reorganization Events and the provisions of this Section 10 shall apply to any shares of Capital Stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation recapitalization, reclassification or merger change of the Company with or into another Person Common Stock (other than a merger change in par value, or consolidation in from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which the Company an adjustment is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior made pursuant to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another PersonSection 5.01(a)(i)); (ii) any direct consolidation or indirect salemerger, lease, assignment, transfer amalgamation or conveyance of all or substantially all of combination involving the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securitiessale, including securities lease or other than Common Stock transfer to another Person (other than changes in par value or resulting from a subdivision or combination)the Company and any of its Subsidiaries) of the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or (iv) any statutory binding exchange of securities of the Company with another Person (other than in connection with a merger or acquisitionacquisition covered by clause (i) above); , and, in each case, as a result of which the Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets (including cash or other property any combination thereof) (eachany such event, a “Reorganization Merger Event”)” and such common stock, each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, property or assets (including cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other propertyor any combination thereof), the “Exchange Reference Property” with each unit of Exchange Property being and the kind and amount of Exchange Reference Property that a holder of one share of the Common Stock would be entitled to receive on account of such Merger Event, an “Reference Property Unit”), then, at the effective time of the applicable Merger Event, the right to settlement of each Unit or Separate Purchase Contract into shares of Common Stock will be changed into a right to settlement of such Unit or Separate Purchase Contract based on the kind and amount of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive upon such Merger Event. However, at and after the effective time of the Merger Event, (i) any number of shares of Common Stock that the Company would have been required to deliver upon settlement or redemption of the Units and Separate Purchase Contracts as set forth above will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Merger Event, (ii) the Company or Daily VWAP and Closing Price will be calculated based on the successor or purchasing Person, as value of a Reference Property Unit and (iii) the case may be, shall execute with consideration due upon settlement of the Purchase Contract Agent Units and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Separate Purchase Contracts will be determined as if relevant references to provide shares of Common Stock or any number thereof (including for such change in the right to settle the Purchase Contracts. Notwithstanding anything purposes of any adjustment to the contrary herein, in no event shall Fixed Settlement Rates) were deemed replaced with references to the components of a Qualified McKesson Exit and related transactions, including Reference Property Unit. If the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Merger Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the amount and type of Reference Property that a holder of one or more shares of Common Stock would have been entitled to receive in such Merger Event (and that will be deliverable upon settlement of the Units and Separate Purchase Contracts) will shall be deemed to be based on the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election. The Company shall notify Holders of the Purchase Contract Agent in writing of such weighted average as soon as reasonably practicable after such determination is made. The number of units of Exchange Property Notwithstanding anything to the contrary herein, for so long as the Units or Separate Purchase Contracts remain outstanding, the Company shall deliver will not become a party to any agreement providing for each Purchase Contract settled following a Merger Event if the effective date terms of such Reorganization Event shall be equal agreement relative to the number treatment of shares the Units or Separate Purchase Contracts are inconsistent with the provisions described in this Section 5.01(e), unless the Purchase Contracts are to be settled (including pursuant to an Early Mandatory Settlement) prior to consummation of Common Stock that such Merger Event. The above provisions of this Section 5.01(e) shall similarly apply to successive Merger Events. Following each Merger Event, (i) for the Company would otherwise be required to deliver as determined based on avoidance of doubt, the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior together with corresponding adjustments to the close of business on Fundamental Change Settlement Rates, the Determination Date). Each Fixed Settlement Rate Stock Prices, the Reference Price and the Threshold Appreciation Price) shall be subject to adjustments which will be as nearly equivalent as may be practicable, as determined based upon by the Applicable Market Value Board of Directors in its commercially reasonable judgment, to the adjustments provided for in this Section 5.01 (except that no such adjustments shall be required with respect to any portion of a unit Reference Property Unit that does not consist of Exchange Property that Capital Stock); and (ii) for all purposes hereunder (including, without limitation, for purposes of determining whether a holder of one share of Fundamental Change has occurred), each reference herein to Common Stock would have received in shall be read as if such Reorganization Eventreference were instead a reference to the Reference Property Units.

Reorganization Events. (a) In the event of: (i) If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger of involving the Company with or into another Person (other than excluding a merger or consolidation in which solely for the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property purpose of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of changing the Company’s consolidated property or assets; jurisdiction of incorporation) (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior then, subject to Section 5, following any such Reorganization Event shallEvent, without each Series A-1 Preferred Share shall remain issued and outstanding and be convertible, at the consent of Holders option of the Purchase Contractsholder thereof, become a contract to purchase into the number, kind and amount of securities, cash and/or or other property that which a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock Series A-1 Preferred Share would have received in such Reorganization Event had such holder converted its Series A-1 Preferred Shares into the applicable number of Conversion Securities immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event) ; and, in such case, appropriate adjustment shall be made in the application of the provisions in this Section 7.6 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 7.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares or other property thereafter deliverable upon the conversion of the Series A-1 Preferred Shares. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series A-1 Preferred Shares of such occurrence of such event and of the kind and amount of the cash, securities or at other property that each Series A-1 Preferred Share will be convertible into under this Section 7.6(c). Failure to deliver such notice shall not affect the effective time operation of this Section 7.6(c). The Company shall not consummate, or enter into any agreement for, a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, the Company or the successor or purchasing Personwill be dissolved in connection with such Reorganization Event, as the case may be, proper provision shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change be made in the right to settle agreements governing such Reorganization Event for, if elected by the Purchase Contracts. Notwithstanding anything to holder thereof, the contrary hereinconversion of the Series A-1 Preferred Shares into stock or shares of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event or, in no the event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes any holder of the foregoingSeries A-1 Preferred Shares does not so elect to convert, the type Series A-1 Preferred Shares remaining issued and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled outstanding following the effective date consummation of such Reorganization Event shall be equal to with the number rights, powers, preferences and privileges set forth in this Certificate of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventDesignation.

Reorganization Events. (a) In the event of: (i1) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which of another Person with or into the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person);Corporation; or (ii2) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities and assets of the Company with another Person (other than in connection with a merger or acquisition); Corporation, in each case, as a result case in which holders of which the Ordinary Common Stock would be converted intoentitled to receive cash, or exchanged for, securities, cash securities or other property for their shares of Ordinary Common Stock (eachany such event specified in this Section 10(a), a “Reorganization Event”), each Purchase Contract the outstanding shares of Series B Preferred Stock shall be deemed for the purposes of this Section 10 only to be converted into the number of shares of Ordinary Common Stock equal to the quotient of (x) the Liquidation Preference plus an amount per share equal to the accrued but unpaid Dividends not previously added to the Liquidation Preference on such shares of Series B Preferred Stock from and including the immediately prior to preceding Dividend Payment Date to, but excluding the date of conversion and (y) the Base Price for the date of effectiveness of such Reorganization Event and each such share shall, without the consent of Holders of the Purchase Contracts, (A) become a contract to purchase the kind of securities, cash and/or convertible into securities and other property that receivable in such Reorganization Event by and in the same relative amounts as a holder of Ordinary Common Stock would have been entitled to receive in connection with other than securities issued or other property distributed by such holder or its Affiliates if such Reorganization Event is entered into with such holder or its Affiliates; provided, however, that if such consideration consists, in whole or in part, of shares of capital stock of, or other equity interests in, the Corporation or any other Person, then the designation and the powers, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of such shares of capital stock or other equity interests may differ only to the extent that the then existing designation and powers, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of the Ordinary Common Stock and Series B Preferred Stock differ as provided in this Certificate of Designation or the Certificate of Designation for the Series B-1 12.75% Preferred Stock (including, without limitation, with respect to the voting rights and conversion provisions thereof) or, at the Corporation’s sole discretion, (B) be redeemed by the Corporation for a cash price equal to 105% of the fair value of the consideration that would have otherwise been received under subsection (A), as determined by the Board of Directors acting reasonably and in good faith (such securitiescash, cash securities and other property, the “Exchange Property” with each unit ”). (b) Subject to the restrictions set forth in Section 10(a), in the event that holders of the shares of the Ordinary Common Stock have the opportunity to elect the form of Exchange Property being to be received in such transaction, the Exchange Property that holders of the Series B Preferred Stock shall be entitled to receive shall be determined by the holders of a majority of the outstanding shares of Series B Preferred Stock. (c) Notwithstanding anything in this Certificate of Designation to the contrary, Section 10(a) shall not apply to a merger, consolidation, asset sale, reorganization or statutory share exchange (1) among the Corporation and its direct and indirect Subsidiaries or (2) between the Corporation and any Person for the primary purpose of changing the domicile of the Corporation (an “Internal Reorganization Event”) and no such transaction shall be deemed to be a Reorganization Event. Without limiting the rights of the holders of the Series B Preferred Stock set forth in Section 9(c)(1), the Corporation shall not effectuate an Internal Reorganization Event without the consent of the holders of a majority of the outstanding shares of the Series B Preferred Stock unless the Series B Preferred Stock shall be outstanding as a class or series of preferred stock of the surviving entity having the same rights, terms, preferences, liquidation preference and accrued and unpaid Dividends as the Series B Preferred Stock in effect immediately prior to such Internal Reorganization Event, as adjusted for such Internal Reorganization Event pursuant to this Certificate of Designation after giving effect to any such Internal Reorganization Event. (d) The Corporation (or any successor) shall, within 20 days after the occurrence of any Reorganization Event or Internal Reorganization Event, provide written notice to the holders of the Series B Preferred Stock of the occurrence of such event and, in the case of a Reorganization Event, of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that a holder Property. Failure to deliver such notice shall not affect the operation of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company this Section 10 or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case validity of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Internal Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company CVRD with or into another Person (other than a merger or consolidation in which the Company CVRD is the continuing or surviving corporation and in which the Common Stock preferred class A shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company CVRD or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of CVRD; (iii) any reclassification of Common Stock CVRD’s preferred class A shares into securities, securities including securities other than Common Stock (other than changes preferred class A shares, or any exchange in par value which CVRD preferred class A shares are exchanged for, or resulting from a subdivision or combination)converted into, the right to receive CVRD common shares; or (iv) any statutory exchange of securities of the Company CVRD’s preferred class A shares with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 2.8(e); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), ; each Purchase Contract Note outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contractsholders thereof, become a contract to purchase convertible into the kind of securities, cash and/or and other property that a such holder of Common Stock would have been entitled to receive in connection with if such Reorganization Event holder had converted its Note immediately prior to such reorganization event (such securities, cash and other property, the “Exchange Property” with ”). On the applicable conversion date, each unit Note shall be converted into the amount and value of Exchange Property being the kind and amount of Exchange Property that securities, cash or property a holder of one preferred class A share (including in the form of Common Stock an ADS) would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein transaction (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close date such Notes are actually converted), multiplied by the applicable Conversion Rate then in effect. The amount of business on the Determination Date). Each Fixed Settlement Rate Exchange Property receivable upon conversion of any Note shall be determined based upon the Conversion Rate in effect on such conversion date. The applicable Conversion Rate shall be (x) the Minimum Conversion Rate, in the case of an Early Conversion Date or (y) determined based upon the definition of Conversion Rate set forth in Section 2.3 and the Applicable Market Value (as defined below) at such time, in the case of a unit the Mandatory Conversion Date. For purposes of this Section 2.8(e), the “Applicable Market Value” of the Exchange Property will be (x) if the Exchange Property consists of Reported Securities, the average of the daily closing prices on each of the 20 consecutive Scheduled Trading Days for the Reported Securities immediately preceding the Reorganization Event, or (y) if the Exchange Property consists of consideration other than Reported Securities, the Fair Market Value of the property received per ADS on the date the Exchange Property is received in connection with the Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of one share of Common Stock a Note would have been entitled to receive as a holder of CVRD preferred class A shares in the case of any Reorganization Event or other transaction that causes our preferred class A shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of CVRD preferred class A shares that affirmatively make such an election. The above provisions of this Section 2.8(e) shall similarly apply to successive Reorganization Events and the provisions of Section 2.8 shall apply to any shares of capital stock of CVRD (or any successor) received by the holders of CVRD preferred class A shares in any such Reorganization Event. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 2.8(e).

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another Personcorporation); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or any binding share exchange which reclassifies or changes its outstanding Common Stock; in each case, of which is referred to as a result “Reorganization Event,” the Warrantholder’s right to receive Shares upon exercise of this Warrant, without the consent of the Warrantholder, shall be converted into the right to exercise this Warrant to acquire the kind and amount of securities, cash and other property (the “Exchange Property”) which the Common Stock would be converted into, or exchanged for, securities, cash or other property issuable (each, a “at the time of such Reorganization Event”), each Purchase Contract outstanding ) upon exercise of this Warrant immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with upon consummation of such Reorganization Event (such securitieswithout any interest thereon), cash and other property, where the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of such Common Stock would have received in issuable upon such Reorganization Event) and, prior to Event were not a Person with which the Company consolidated or at into which the effective time of such Reorganization Event, Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a extent such Reorganization Event. For purposes Event provides for different treatment of Common Stock held by Affiliates of the foregoing, Company and non-Affiliates; provided that if the type and kind or amount of Exchange Property in the case of any receivable upon such Reorganization Event that causes is not the same for each share of Common Stock held immediately prior to be converted intosuch Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, or exchanged forthen for the purpose of this Section 14(a), the right to receive more than a single type of consideration (determined based in part Exchange Property receivable upon any form of shareholder election) such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make an election (or of all such holders if none make an election). The Company shall notify If the Purchase Contract Agent date this Warrant is exercised follows a Reorganization Event, the Exercise Rate then in writing of effect will be applied to the value on such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one received per share of Common Stock would have received Stock, as determined in such Reorganization Eventaccordance with this Section 14.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation Person and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another PersonPerson or cancelled); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s property and assets of the Company (computed on a consolidated property or assetsbasis); (iii) any reclassification of Common Stock into securities, securities including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 13(e); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization EventREORGANIZATION EVENT”), ; each Purchase Contract share of Redeemable Convertible Preferred Stock then outstanding immediately prior to such Reorganization Event shall, without the consent of Holders any holder of Redeemable Convertible Preferred Stock, become convertible at any time, at the option of the Purchase Contractsholder thereof, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being only into the kind and amount of Exchange Property that securities (of the Company or another Person), cash and other property receivable upon such Reorganization Event by a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or into which such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which share of Redeemable Convertible Preferred Stock could have a record date been converted immediately prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event, after giving effect to any adjustment event. The provisions of this Section 13(e) and any equivalent thereof in any such securities similarly shall apply to successive Reorganization Events. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the assets into which the Redeemable Convertible Preferred Stock is then convertible. Failure to deliver such notice shall not affect the operation of this Section 13(e).

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control in which the Common Stock would be is converted intosolely into cash, or exchanged forwith respect to which, securitiesfor the avoidance of doubt, cash or other property the provisions of Section 9 shall apply (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, at the option of the Purchase ContractsHolder, become a contract to purchase (x) the number, kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit ”) (without any interest on such Exchange Property) that the Holder of Exchange Property being the kind and amount of Exchange Property that a holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event, as adjusted following such Reorganization Event for events described in Section 12(d)(ii), and the Liquidation Preference and Accrued Dividends, if any, applicable at the effective time of such subsequent conversion, and (y) the amount the Holder of such shares would have received had such Holder, immediately prior to such Reorganization Event, converted such shares of Series A Preferred Stock into Common Stock pursuant to Section 6, without regard to any of the limitations on convertibility contained therein; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which of another Person with or into the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person)Corporation; (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all the property of the Company as an entirety or substantially all of the Company’s consolidated property or assetsas an entirety; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory share exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case, as a result case in which holders of which the Common Stock would be converted intoentitled to receive cash, or exchanged for, securities, cash securities or other property for their shares of Common Stock (eachany such event specified in this Section 12(a), a “Reorganization Event”), each Purchase Contract share of Series B outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase ContractsHolders, become a contract to purchase convertible into the kind of securitiescash, cash and/or securities and other property that receivable in such Reorganization Event by a holder of one share of Common Stock would have been entitled that was not the counterparty to receive in connection with such the Reorganization Event or an affiliate of such other party (such securitiescash, cash securities and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount shares of Exchange Property that a holder of one share of the Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes “Exchange Property” that Holders of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to Series B will be converted into, or exchanged for, the right entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing Stock that affirmatively make an election (or of all such weighted average as soon as practicable after such determination is madeholders if none make an election). The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled share of Series B converted following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates Conversion Rate then in effect on the applicable Determination Conversion Date, or such other settlement rates determined as provided herein (without interest thereon and without any right if the references to dividends or distributions thereon which have a record date prior “share of Common Stock” in this Certificate of Designations were to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a “unit of Exchange Property Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that a holder comprise all or part of one share the Exchange Property. For purposes of this Section 12, references to Common Stock would have in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company CVRD with or into another Person (other than a merger or consolidation in which the Company CVRD is the continuing or surviving corporation and in which the Common Stock common shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company CVRD or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of CVRD; (iii) any reclassification of Common Stock CVRD’s common shares into securities, securities including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)common shares; or (iv) any statutory exchange of securities of the Company CVRD’s common shares with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 2.8(e); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), ; each Purchase Contract Note outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contractsholders thereof, become a contract to purchase convertible into the kind of securities, cash and/or and other property that a such holder of Common Stock would have been entitled to receive in connection with if such Reorganization Event holder had converted its Note immediately prior to such reorganization event (such securities, cash and other property, the “Exchange Property” with ”). On the applicable conversion date, each unit Note shall be converted into the amount and value of Exchange Property being the kind and amount of Exchange Property that securities, cash or property a holder of one common share (including in the form of Common Stock an ADS) would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein transaction (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close date such Notes are actually converted), multiplied by the applicable Conversion Rate then in effect. The amount of business on the Determination Date). Each Fixed Settlement Rate Exchange Property receivable upon conversion of any Note shall be determined based upon the Conversion Rate in effect on such conversion date. The applicable Conversion Rate shall be (x) the Minimum Conversion Rate, in the case of an Early Conversion Date or (y) determined based upon the definition of Conversion Rate set forth in Section 2.3 and the Applicable Market Value (as defined below) at such time, in the case of a unit the Mandatory Conversion Date. For purposes of this Section 2.8(e), the “Applicable Market Value” of the Exchange Property will be (x) if the Exchange Property consists of Reported Securities, the average of the daily closing prices on each of the 20 consecutive Scheduled Trading Days for the Reported Securities immediately preceding the Reorganization Event, or (y) if the Exchange Property consists of consideration other than Reported Securities, the Fair Market Value of the property received per ADS on the date the Exchange Property is received in connection with the Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of one share of Common Stock a Note would have been entitled to receive as a holder of CVRD common shares in the case of any Reorganization Event or other transaction that causes our common shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of CVRD common shares that affirmatively make such an election. The above provisions of this Section 2.8(e) shall similarly apply to successive Reorganization Events and the provisions of Section 2.8 shall apply to any shares of capital stock of CVRD (or any successor) received by the holders of CVRD common shares in any such Reorganization Event. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 2.8(e).

Reorganization Events. In the event (a) In the event of: (i) of any consolidation recapitalization or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property reorganization of the Company or reclassification of the Ordinary Shares into another Person); class of equity securities whether by capital reorganization, reclassification or otherwise, (iib) the Company shall consolidate with or merge into one or more other Persons in a transaction that results in a change of the Ordinary Shares, (c) of any direct or indirect sale, lease, assignment, transfer or conveyance sale of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with assets to another Person or (d) of any other than in connection with a merger or acquisition); similar transaction, in each case, as a result of pursuant to which the Common Stock Ordinary Shares would be converted into, into or exchanged for, securitiesor would constitute solely the right to receive, cash cash, securities or other property other than solely Ordinary Shares (eachany such event, a “Reorganization Event”), then, and in each Purchase Contract outstanding immediately prior to such case, the Holder, upon the exercise of this Warrant after such Reorganization Event shallshall be entitled to receive, without the consent of Holders in lieu of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or Warrant Shares or other securities or property that a holder of Common Stock Holder would have been entitled to receive in connection with upon such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, exercise prior to or at the effective time of such Reorganization Event, the Company kind, type, proportions and amount of cash, securities and/or other property that Holder would have been entitled to receive upon such Reorganization Event if, immediately prior to such Reorganization Event, the Holder had completed such exercise of this Warrant, all subject to further adjustment as provided in this Warrant. If after such Reorganization Event, the Warrant is exercisable for securities of a corporation or entity other than the successor Company, then such corporation or purchasing Personentity shall duly execute and deliver to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant; and in each such case, as the case may be, terms and conditions of this Warrant shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything be applicable to the contrary hereincash, in no event shall a Qualified McKesson Exit and related transactions, including securities and/or other property receivable upon the Merger, constitute a exercise of this Warrant after the consummation of such Reorganization Event. For purposes of the foregoingIf this Section 4.3 applies to any event or occurrence, the type and amount of Exchange Property in the case neither Section 4.1 nor Section 4.2 shall apply. The Company shall give advance notice of any Reorganization Event that causes to the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received extent required by the holders last sentence of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventSection 4.4.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Vale with or into another Person (other than a merger or consolidation in which the Company Vale is the continuing or surviving corporation and in which the Common Stock common shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company Vale or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assetsand assets of Vale; (iii) any reclassification of Common Stock Vale’s common shares into securities, securities including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)common shares; or (iv) any statutory exchange of securities of the Company Vale’s common shares with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 2.8(e); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), ; each Purchase Contract Note outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contractsholders thereof, become a contract to purchase convertible into the kind of securities, cash and/or and other property that a such holder of Common Stock would have been entitled to receive in connection with if such Reorganization Event holder had converted its Note immediately prior to such reorganization event (such securities, cash and other property, the “Exchange Property” with ”). On the applicable conversion date, each unit Note shall be converted into the amount and value of Exchange Property being the kind and amount of Exchange Property that securities, cash or property a holder of one common share (including in the form of Common Stock an ADS) would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein transaction (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close date such Notes are actually converted), multiplied by the applicable Conversion Rate then in effect. The amount of business on the Determination Date). Each Fixed Settlement Rate Exchange Property receivable upon conversion of any Note shall be determined based upon the Conversion Rate in effect on such conversion date. The applicable Conversion Rate shall be (x) the Minimum Conversion Rate, in the case of an Early Conversion Date or (y) determined based upon the definition of Conversion Rate set forth in Section 2.3 and the Applicable Market Value (as defined below) at such time, in the case of a unit the Mandatory Conversion Date. For purposes of this Section 2.8(e), the “Applicable Market Value” of the Exchange Property will be (x) if the Exchange Property consists of Reported Securities, the average of the daily closing prices on each of the 20 consecutive Scheduled Trading Days for the Reported Securities immediately preceding the Reorganization Event, or (y) if the Exchange Property consists of consideration other than Reported Securities, the Fair Market Value of the property received per ADS on the date the Exchange Property is received in connection with the Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of one share of Common Stock a Note would have been entitled to receive as a holder of Vale common shares in the case of any Reorganization Event or other transaction that causes our common shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Vale common shares that affirmatively make such an election. The above provisions of this Section 2.8(e) shall similarly apply to successive Reorganization Events and the provisions of Section 2.8 shall apply to any shares of capital stock of Vale (or any successor) received by the holders of Vale common shares in any such Reorganization Event. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 2.8(e).

Reorganization Events. (a) In the event of: (i) If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger of involving the Company with or into another Person (other than excluding a merger or consolidation in which solely for the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property purpose of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of changing the Company’s consolidated property or assets; jurisdiction of incorporation) (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior then, subject to Section 5, following any such Reorganization Event shallEvent, without this Note shall remain issued and outstanding and be convertible, at the consent of Holders option of the Purchase ContractsHolder, become a contract to purchase into the number, kind and amount of securities, cash and/or or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, which the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock Holder would have received in such Reorganization Event had the Holder converted this Note into the applicable number of Conversion Securities immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event) ; and, in such case, appropriate adjustment shall be made in the application of the provisions in this Section 7.6 set forth with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth in this Section 7.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares or other property thereafter deliverable upon the conversion of this Note. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the Holder of such occurrence of such event and of the kind and amount of the cash, securities or at other property that this Note will be convertible into under this Section 7.6(c). Failure to deliver such notice shall not affect the effective time operation of this Section 7.6(c). The Company shall not consummate, or enter into any agreement for, a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, the Company or the successor or purchasing Personwill be dissolved in connection with such Reorganization Event, as the case may be, proper provision shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change be made in the right to settle agreements governing such Reorganization Event for, if elected by the Purchase Contracts. Notwithstanding anything to Holder, the contrary hereinconversion of this Note into stock or shares of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event or, in no the event shall a Qualified McKesson Exit and related transactionsthe Holder does not so elect to convert or convert the entire Principal Amount, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of this Note (or any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder electionremaining portion) will be deemed to be the weighted average of the types remain issued and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled outstanding following the effective date consummation of such Reorganization Event shall be equal to with the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then rights, powers, preferences and privileges set forth in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventthis Note.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which of another Person with or into the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person)Corporation; (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all the property of the Company as an entirety or substantially all of the Company’s consolidated property or assetsas an entirety; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory share exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case, as a result case in which holders of which the Common Stock would be converted intoentitled to receive cash, or exchanged for, securities, cash securities or other property for their shares of Common Stock (eachany such event specified in this Section 12(a), a “Reorganization Event”), each Purchase Contract share of Series D outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase ContractsHolders, become a contract to purchase convertible into the kind of securitiescash, cash and/or securities and other property that receivable in such Reorganization Event by a holder of one share of Common Stock would have been entitled that was not the counterparty to receive in connection with such the Reorganization Event or an affiliate of such other party (such securitiescash, cash securities and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount shares of Exchange Property that a holder of one share of the Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes “Exchange Property” that Holders of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to Series D will be converted into, or exchanged for, the right entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing Stock that affirmatively make an election (or of all such weighted average as soon as practicable after such determination is madeholders if none make an election). The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled share of Series D converted following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates Conversion Rate then in effect on the applicable Determination Conversion Date, or such other settlement rates determined as provided herein (without interest thereon and without any right if the references to dividends or distributions thereon which have a record date prior “share of Common Stock” in this Certificate of Designations were to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a “unit of Exchange Property Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that a holder comprise all or part of one share the Exchange Property. For purposes of this Section 12, references to Common Stock would have in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will receive a distribution of cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the Corporation’s securities of the Company with another Person (other than in connection with a merger or acquisition); in (each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachforegoing events, a “Reorganization Event”), each Purchase Contract share of Series C Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders of the Purchase ContractsHolders, become a contract to purchase convertible into the kind and amount of securities, cash and/or cash, and other property or assets that a holder Holder (that was not the counterparty to the Reorganization Event or an affiliate of such other party) of a number of shares of Common Stock equal to the Applicable Conversion Rate per share of Series C Preferred Stock prior to such Reorganization Event would have owned or been entitled to receive in connection with upon such Reorganization Event (such securities, cash cash, and other propertyproperty or assets, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series C Preferred Stock in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close accordance with Section 8 of business on the Determination Date). Each Fixed Settlement Rate Section 10 shall be determined based upon the Applicable Market Value Conversion Rate in effect on such Conversion Date. (c) The above provisions of a unit this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 11 shall apply to any shares of one share capital stock of the Corporation (or any successor) received by the holders of the Common Stock would have received in any such Reorganization Event. (d) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property or assets that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12.

Reorganization Events. (a) In the event of: (i) So long as any consolidation or merger shares of Series A Preferred Stock are outstanding, if there occurs a Reorganization Event, then a holder of shares of Series A Preferred Stock shall, effective as of the Company with or into another Person (other than a merger or consolidation in which consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the Company is the continuing or surviving corporation type and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cashamount of securities, securities or cash and other property receivable in such Reorganization Event by a holder of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance number of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification shares of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common number of shares of Series A Preferred Stock held by such holder would then be converted intoconvertible, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent provided that if upon receipt of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, such holder, together with all Affiliates of the “Exchange Property” holder, would own or control in the aggregate more than 9.99% of any class of Voting Securities of the Person surviving such Reorganization Event or the parent company of such Person, then, in lieu of the foregoing, each share of Series A Preferred Stock that would cause such holder, together with all Affiliates of the holder, to own or control in the aggregate more than 9.99% of any class of Voting Securities of the Person surviving such Reorganization Event or the parent company of such Person, shall remain outstanding or shall be converted into a substantially identical preference security (with the same limitations on voting rights and conversion as the Series A Preferred Stock as contained in Sections 5 and 8 of this Certificate of Designation) of the Person surviving such Reorganization Event or the parent company of such Person, but in each unit case each such share of Exchange Property being Series A Preferred Stock or such preference security shall not be convertible into Common Stock, but rather shall be convertible into the kind type and amount of Exchange Property that securities, cash and other property to which a holder of one share of Common Stock would have received in been entitled to receive upon such Reorganization Event. (b) and, prior to or at In the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that have the Company would otherwise opportunity to elect the form of consideration to be required received in such transaction, the holders of Series A Preferred Stock shall be entitled to deliver participate in such elections as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventelection deadline.

Reorganization Events. (a) In the event ofthat any of the following events occurs prior to the Conversion Date: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company Corporation is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company Corporation or another Person);, (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the CompanyCorporation’s consolidated property or and assets;, or (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes any such event specified in par value or resulting from a subdivision or combination); or paragraphs (iva) any statutory exchange through (c) of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 7, a “Reorganization Event”), then each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of Nasdaq Global Market or any other national securities exchange or automated quotation system where the Purchase ContractsCommon Stock is listed and other applicable laws and regulations, become a contract to purchase upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, be convertible into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of without any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the close Reorganization Event) per share of business on Common Stock (the Determination Date“Exchange Property”) as if the Holder of such share of Series A Preferred Stock had converted such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). Each Fixed Settlement Rate The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Applicable Market Value Conversion Rate in effect on such Reorganization Effective Time. The above provisions of a unit this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 8 shall apply to any shares of one share capital stock of the Corporation (or any successor) received by the holders of Common Stock would have received in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Reorganization Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation or effect of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7.

Reorganization Events. (a) In the event ofthat for so long as any shares of Series B-1 Preferred Stock remain outstanding there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; then each Purchase Contract share of such Holder’s Series B-1 Preferred Stock outstanding immediately prior to such Reorganization Event shallshall remain outstanding but shall automatically convert, without the consent of Holders effective as of the Purchase Contractsclose of business on the Mandatory Conversion Date with respect to the shares of Series B-1 Preferred Stock of such Holder, become a contract to purchase into the kind type and amount of securities, cash and/or and other property that a receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty ) of the number of shares of Common Stock a holder would have receive as though such Holder’s shares of Series B-1 Preferred Stock had been entitled converted into shares of Non-Voting Common Stock and that such shares of Non-Voting Common Stock had been converted into Common Stock obtained by dividing (x) the Liquidation Preference by (y) the Applicable Conversion Price as of such date, plus a cash amount equal to receive in connection with all accrued but unpaid dividends, whether or not declared, on a per share basis, up to, but excluding, such Reorganization Event date (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the shares of Non-Voting Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Non-Voting Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute transaction constituting a Reorganization Event. For purposes Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the foregoing, Series B-1 Preferred Stock into the type and amount of Exchange Property in the case of any Reorganization Event a manner that causes the Common Stock is consistent with and gives effect to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventthis Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation consolidation, merger or merger other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall become convertible, at the option of the Purchase ContractsHolders, become a contract to purchase into the kind of securities, cash and/or and other property that receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which each share of Series B Preferred Stock would then be convertible (assuming the Stockholder Approvals have been entitled to receive in connection with such Reorganization Event obtained) (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series B Preferred Stock in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate accordance with Section 9 shall be determined based upon the Applicable Market Value Conversion Price in effect on such Conversion Date. (c) The above provisions of a unit this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 10 shall apply to any shares of one share capital stock of the Company (or any successor) received by the holders of the Common Stock would have received in any such Reorganization Event. (d) The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; each Purchase Contract share of Combined Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders Holders, remain outstanding but shall become convertible, at the option of the Purchase ContractsHolders, become a contract to purchase into the kind of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Combined Preferred Stock would have been entitled to receive in connection with then be convertible (and assuming for purposes of this calculation, the receipt on the date such Reorganization Event option is exercised of all Conversion Approvals) (such securities, cash and other property, the “Exchange Property” with ”); provided, however, that if the Reorganization Event provides that each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock shall receive Exchange Consideration in an amount such that each share of Combined Preferred Stock would have received convert into, or receive consideration, that in the aggregate would be less than the Purchase Price Per Share, then notwithstanding the foregoing sentence, each share of Combined Preferred Stock shall be entitled to receive that amount of securities, cash and other property receivable in such Reorganization Event) and, prior Event by the holder (excluding the counterparty to the Reorganization Event or at the effective time an affiliate of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(ivcounterparty) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior will receive consideration equivalent to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventLiquidation Preference.

Reorganization Events. Upon the occurrence of any of the following events, (each, an “Reorganization Event”): (a) In the event of:any reclassification of all outstanding shares of HRH Common Stock (including, reclassification of common equity securities of HRH to non- common equity securities of HRH but excluding a subdivision or combination to which Section 4.01(a)(3) applies); (ib) any consolidation or merger of the Company HRH with or into another Person (other than as a merger or consolidation in result of which the Company is the continuing or surviving corporation and in which the all holders of HRH Common Stock outstanding immediately prior shall be entitled to the merger or consolidation is not exchanged for cashreceive stock, other securities or other property of the Company or another Person);assets (including cash) with respect to or in exchange for such HRH Common Stock; or (iic) any direct or indirect sale, lease, assignment, transfer sale or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) properties and assets of HRH to any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the all holders of HRH Common Stock would shall be converted intoentitled to receive stock, or exchanged for, securities, cash other securities or other property (each, a “Reorganization Event”), or assets in respect of or in exchange for such HRH Common Stock; the Exchange Property for each Purchase Contract outstanding immediately prior to such Reorganization Event shallshall become, without the consent of Holders the Holder of such Purchase Contract, only the Purchase Contractsstock, become a contract to purchase the kind of securities, cash and/or other securities or other property that a holder or assets received upon consummation of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securitiesexcept as otherwise specifically provided, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of without any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which that have a record date that is prior to the close Purchase Contract Settlement Date) by a Person who holds shares of business on HRH Common Stock immediately prior to the Determination Date)effective date of such Reorganization Event; provided that if Merger Early Partial Settlement occurs pursuant to Section 4.05, the Cash Equivalents received per share of HRH Common Stock in a Cash Merger will not be considered Exchange Property. Each Fixed Settlement Rate shall be determined based upon In determining the Applicable Market Value of a unit kind and amount of Exchange Property pursuant to the foregoing, it will be assumed that a (i) such holder of one share of HRH Common Stock would have received in is not a Person with which HRH consolidated or into which HRH merged or which merged into HRH or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of HRH Common Stock held by Affiliates of HRH and non-affiliates and (ii) that such Holder failed to exercise his rights of election, if any, as to the kind or amount of property receivable upon such Reorganization Event; provided that if the kind or amount of property receivable upon such Reorganization Event is not the same for each share of HRH Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section 4.03 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each non-electing share shall be deemed to be the kind and amount so receivable per share of HRH Common Stock by a plurality of the non-electing shares.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control, with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event and the Base Amount applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Class A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 10(d), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or and other property that a holder of Common Stock would have been entitled (without regard to receive in connection with such Reorganization Event Section 7(f)) (such securities, cash and other property, the “Exchange Property” with each unit of ”), without any interest on such Exchange Property being and without any right to dividends or distribution on such Exchange Property, which have a Record Date that is prior to the kind and amount applicable Conversion Date, that the Holder of Exchange Property that a holder of one such share of Common Class A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Class A Preferred Stock into the applicable number of shares of Class A Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the effective time of such Reorganization Eventsubsequent conversion; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 10(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case, pursuant to which the Common Stock outstanding immediately prior to Shares (but not the merger Series A First Preferred Shares) are changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person)person; (ii2) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property Corporation, in each case pursuant to which the Common Shares (but not the Series A First Preferred Shares) are converted into cash, securities or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iv3) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in ) or reclassification, recapitalization or reorganization of the Common Shares (but not the Series A First Preferred Shares) into other securities, (each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), ) each Purchase Contract Series A First Preferred Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders the holders of Series A First Preferred Shares unless required under Section 6(c) and subject to Section 10(k), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a is prior to the applicable Conversion Date) that the holder of one share of Common Stock such Series A First Preferred Share would have received in such Reorganization Event) and, Event had such holder converted its Series A First Preferred Shares into the applicable number of Common Shares immediately prior to or at the effective time date of such the Reorganization Event, assuming that such holder is not a Person with which the Company Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person to the contrary hereinextent such Reorganization Event provides for different treatment of Common Shares held by Affiliates of a Constituent Person and non-Affiliates; provided, in no event shall that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each Common Share held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson other than a Constituent Person or an Affiliate thereof, including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 10(j), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventShares.

Reorganization Events. (a) In the event ofthat for so long as any shares of Series A Preferred Stock remain outstanding there occurs, subject to Section 5: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; then each Purchase Contract share of a Holder’s Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallshall remain outstanding but shall automatically convert, without the consent of Holders effective as of the Purchase Contractseffective time and date of the Reorganization Event, become a contract to purchase into the kind type and amount of securities, cash and/or and other property that receivable in such Reorganization Event by a holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty ) of the number of shares of Common Stock would have been entitled to receive in connection with specified below (such shares of Common Stock, the “Reorganization Event Shares”), and a cash amount to the extent provided below (such securities, cash and other property, the “Exchange Property” ”). The number of Reorganization Event Shares shall be determined by multiplying the number of shares of Series A Preferred Stock held by the Holder by the quotient of (x) the Liquidation Preference divided by (y) the Applicable Conversion Price as of such date, and a Holder shall receive a cash amount equal to all accrued but unpaid dividends on shares of Series A Preferred Stock held by such Holder, whether or not declared, with each unit respect to any Section 4(c) Dividend Period for which a Record Date has occurred prior to the date of Exchange Property being the Reorganization Event. (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property that Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute transaction constituting a Reorganization Event. For purposes Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the foregoing, Series A Preferred Stock into the type and amount of Exchange Property in the case of any Reorganization Event a manner that causes the Common Stock is consistent with and gives effect to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventthis Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation consolidation, merger or merger other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall become convertible, at the option of the Purchase ContractsHolders, become a contract to purchase into the kind of securities, cash and/or and other property that receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which each share of Series A Preferred Stock would have then be convertible (assuming the Stockholders’ Meeting has been entitled to receive in connection with such Reorganization Event held) (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series A Preferred Stock in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate accordance with Section 9 shall be determined based upon the Applicable Market Value Conversion Price in effect on the Mandatory Conversion Date. (c) The above provisions of a unit this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 10 shall apply to any shares of one share capital stock of the Company (or any successor) received by the holders of the Common Stock would have received in any such Reorganization Event. (d) The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation consolidation, merger, amalgamation, binding share exchange or merger of reclassification involving the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing all or surviving corporation substantially all issued and in which the Common Stock outstanding immediately prior to the merger Ordinary Shares are converted into or consolidation is not exchanged for cash, securities or other property of the Company or another Person);; or (ii) the completion of any direct sale or indirect sale, lease, assignment, transfer other disposition in one transaction or conveyance a series of transactions of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities assets of the Company with to another Person (other than in connection with a merger or acquisition)Person; in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract Series B Share issued and outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders of the Purchase ContractsSeries B Shares, become a contract to purchase convertible into the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, if any (the “Exchange Property” ”), receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distributions thereon that have a record date that is prior to the applicable Conversion Date) per Ordinary Share by a holder of Ordinary Shares that is not a Person with which the Company effected such consolidation, merger, binding share exchange or reclassification, or to which such sale or other disposition was made, as the case may be (each unit of Exchange Property being the Company and any such other Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Ordinary Shares held by Affiliates and non-Affiliates of the Company; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each Ordinary Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof (due to elections or otherwise), then for the purpose of this Section 10(a), the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in securities, cash and other property receivable upon such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockOrdinary Shares (other than Constituent Persons and Affiliates thereof) that affirmatively make an election (or of all such holders if none make an election). The Company shall notify On each Conversion Date following a Reorganization Event, the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates Conversion Rate then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior will be applied to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received per Ordinary Share, as determined in such Reorganization Eventaccordance with this Section 10.

Reorganization Events. (a) In To the extent the Series B Preferred Shares are not redeemed in full pursuant to paragraph 6 of this Schedule 2, in the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger Shares is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property , in each case pursuant to which the Common Share are converted into cash, securities or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Shares into other securities; in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract Series B Preferred Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to paragraph 12(d) and paragraph 13(b) of this Schedule 2, remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one share of Common Stock such Series B Preferred Shares would have received in such Reorganization Event) and, Event had such Holder converted its Series B Preferred Shares into the applicable number of Common Shares immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Stated Value per Series B Preferred Share outstanding at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Shares held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each Common Share held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis paragraph (a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventShares.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which majority of the total voting power of the Voting Stock of the Company is the continuing changed or surviving corporation and in which the Common Stock outstanding immediately prior to the merger converted into, or consolidation is not exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control, with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with immediately prior to such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event”) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date Record Date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event ofthat any of the following events occurs on or prior to the Conversion Date: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company Corporation is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company Corporation or another Person);, (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the CompanyCorporation’s consolidated property and assets (including, without limitation, any change in ownership of 50% or assets;more of the equity interests in Blue Ridge Bankshares, N.A. or any sale of all or substantially all of the assets of Blue Ridge Bankshares, N.A.), or (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes any such event specified in par value or resulting from a subdivision or combinationparagraphs (i) through (iii) of this Section 7(a); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), then, except as provided in Section 7(b), each Purchase Contract share of Series C Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of NYSE American or any other national securities exchange or automated quotation system where the Purchase ContractsCommon Stock is listed and other applicable laws and regulations, become a contract to purchase upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, be convertible into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of without any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the close Reorganization Event) per share of business on Common Stock (the Determination Date“Exchange Property”) as if the Holder of such share of Series C Preferred Stock had converted such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). Each Fixed Settlement Rate The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Applicable Market Value Conversion Rate in effect on such Reorganization Effective Time. The above provisions of a unit this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 8 shall apply to any shares of one share capital stock of the Corporation (or any successor) received by the holders of Common Stock would have received in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Reorganization Effective Time, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series C Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7. (b) In the event of a Reorganization Event after the Issue Date until the Conversion Date, unless the holders of at least a majority of the outstanding shares of the Series C Preferred Stock, voting as a separate class, elect otherwise by written notice sent to the Corporation at least five days prior to the Reorganization Effective Time, holders of Series C Preferred Stock will be entitled to receive, for each share of Series C Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus), legally available for distribution to the stockholders of the Corporation, subject to the rights of any Persons that are holders of any class or series of securities ranking senior to the Series C Preferred Stock upon a Reorganization Event, a distribution (“Preference Distribution”) equal to two times the amount of the Liquidation Preference plus any declared and unpaid dividends on such share to the extent provided in Section 4. Insofar as the dividends or Preference Distributions payable are property other than cash, such dividends or Preference Distributions shall be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors or a duly authorized committee of the Board of Directors; provided that such dividends or Preference Distributions in property other than cash will be made only to the extent the Holder, together with all Affiliates of the Holder, either (i) has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to control the Corporation and Blue Ridge Bank, N.A. or (ii) will not own or control in the aggregate more than 9.9% of the total outstanding shares of any class of voting securities or 33.3% of the total equity of the Corporation or Blue Ridge Bank, N.A. after making such payment (unless such Holder and Affiliates have obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed 9.9% of the total outstanding shares of any class of voting securities of the Corporation or Blue Ridge Bank, N.A., as applicable, in which case such thresholds shall be 24.9% and 33.3%, respectively), and to the extent that such payment may trigger exceeding such aggregate ownership, the Holder will be paid cash in lieu of such other property.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which majority of the Company is the continuing or surviving corporation and in which the Class A Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Class A Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Class A Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control, with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series B Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Class A Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Class A Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Class A Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Class A Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event ofthat, prior to the Mandatory Conversion Date with respect to the shares of Series A Preferred Stock of any Holder, there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”); then, subject to Section 8(b), each Purchase Contract share of such Holder’s Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallshall remain outstanding but each Holder shall have the right, without at its option, subject to the consent terms and provisions of Holders this Section 11, to convert any or all of such Holder’s shares of Series A Preferred Stock, effective as of the Purchase Contractsclose of business on the Reorganization Conversion Date (with the term “Regulatory Approval” applied for such purpose, become a contract as applicable, to purchase the kind surviving entity in such Reorganization Event and its securities included in the Exchange Property (as defined below)), into the type and amount of securities, cash and/or and other property that receivable in such Reorganization Event by the Holder (other than a holder counterparty to the Reorganization Event or an Affiliate of such counterparty) in respect of each such share of Series A Preferred Stock equal to the number of shares of Common Stock into which one share of Series A Preferred Stock would have been entitled to receive then be convertible assuming that a Mandatory Conversion Date in connection with respect of such Reorganization Event shares of Series A Preferred Stock had occurred (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being ”). In the kind and amount of Exchange Property event that a holder Reorganization Event referenced in this Section 11(a) involves common stock as all or part of one the consideration being offered in a fixed exchange ratio transaction, the fair market value per share of Common Stock would have received in such Reorganization Event) and, common stock shall be determined by reference to the average of the closing prices of such common stock for the ten Trading Day period ending immediately prior to or at the effective time consummation of such Reorganization Event, . (b) The conversion right of a Holder of Series A Preferred Stock pursuant to this Section 11 shall be exercised by the Holder by the surrender of the certificates representing the shares to be converted to the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary hereintransfer agent for the Company, in accompanied by a notice of reorganization conversion, no event shall later than the tenth day following the date of delivery to each Holder of a Qualified McKesson Exit and related transactions, including notice from the Merger, constitute Company of the expected consummation or the consummation of a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration . (determined based in part upon any form of shareholder electionc) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date Immediately prior to the close of business on the Determination Reorganization Conversion Date). Each Fixed Settlement Rate , each converting Holder of Series A Preferred Stock shall be determined based upon deemed to be the Applicable Market Value Holder of a unit record of Exchange Property that a holder the number of one share shares of Common Stock would deemed to be issuable upon conversion of such Holder’s Series A Preferred Stock in accordance with clause (i) or (ii) of Section 11(a), notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Person. (d) Upon notice from the Company, each Holder of Series A Preferred Stock so converted shall promptly surrender to the Company or its transfer agent certificates representing the shares so converted (if not previously delivered), duly endorsed in blank or accompanied by proper instruments of transfer. (e) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in connection with any Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (f) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (g) The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (h) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. (a) In the event ofthat, prior to the Mandatory Conversion Date with respect to any shares of Preferred Stock of any Holder, there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for shall be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock shall be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”); then each share of such Holder’s Preferred Stock, each Purchase Contract if any, outstanding immediately prior to such Reorganization Event shallshall remain outstanding but shall automatically convert, without the consent of Holders effective as of the Purchase Contractsclose of business on the Mandatory Conversion Date (which may be the date of consummation of such Reorganization Event) with respect to the applicable shares of Preferred Stock of such Holder (with the terms “HSR Approval” and “Conversion Limit” applied for such purpose, become a contract as applicable, to purchase the kind surviving entity in such Reorganization Event and its securities included in the Exchange Property (as defined below)), into the type and amount of securities, cash and/or and other property that a holder receivable in such Reorganization Event by the Holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock would have been entitled to receive in connection with obtained by dividing (x) the Liquidation Preference by (y) the Applicable Conversion Price as of such Reorganization Event date (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition) (any such event specified in clauses (i) through (iv); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders Holders, become at the effective time of such Reorganization Event the right to receive, at the election of the Purchase ContractsHolders and upon written notice to the Company of such election, become a contract to purchase (A) the kind of securities, cash and/or and other property receivable in such Reorganization Event by the Holder with respect to that a holder number of shares of Common Stock into which the shares of Series A Preferred Stock would have then be convertible assuming that on the date such option is exercised the Applicable Regulatory Approval has been entitled to receive obtained and remains in connection with such Reorganization Event effect and disregarding for these purposes Section 8(h) (such securities, cash and other property, the “Exchange Property” with ”), or (B) cash payable by the Corporation or such other Person in an amount equal to the Liquidation Preference, in each unit of Exchange Property being case plus, if the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, Event is consummated prior to or at the effective time Optional Redemption Date, an amount equal to the cumulative cash dividends that would be payable by the Corporation from the date of the consummation of such Reorganization Event, Event through the Company or Optional Redemption Date as if the successor or purchasing Person, as dividends on the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase ContractsSeries A Preferred Stock were cumulative. Notwithstanding anything to the contrary hereincontrary, in no event shall a Qualified McKesson Exit and related transactions, including Reorganization Event trigger the Merger, constitute requirement to pay any dividend on the Series A Preferred Stock with respect to any Dividend Period that ended prior to the consummation of a Reorganization Event. For purposes Event and for which no dividend was declared by the Board of Directors. (b) In the event that holders of the foregoingshares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the type and amount of Exchange Property Holders shall be entitled to make the same election in the case of any Reorganization Event that causes event the Common Stock to be converted into, or exchanged for, the right Holders elect to receive more than a single type such consideration in accordance with clause (a)(iv)(A) above. (c) The above provisions of consideration (determined based in part upon this 15 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any form shares of shareholder election) will be deemed to be the weighted average capital stock of the types and amounts of consideration actually Corporation (or any successor) received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (d) The Corporation (or any successor) shall, within ten (10) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property and the Holder shall, within twenty (20) days after receipt of such notice, provide the Corporation with written notice of its election under clause (a)(iv) above.

Reorganization Events. (a) In the event of: that any of the following events occurs prior to any Conversion Date: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company Corporation is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company Corporation or another Person); , (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the CompanyCorporation’s consolidated property and assets, or assets; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes any such event specified in par value or resulting from a subdivision or combinationclause (i) through (iii); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), then each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall at each Holder’s option, upon the effective date and time (“Reorganization Effective Time”) of the Purchase Contractssuch Reorganization Event, become a contract to purchase be convertible into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of without any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the close Reorganization Event) per share of business on Common Stock (the Determination Date“Exchange Property”) as if the Holder of such share of Series A Preferred Stock had converted such share into common equity (voting and nonvoting) immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, for the purpose of this Section 7(a) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares; provided further that to the extent elected by the Holder, any securities issued with respect to the underlying Nonvoting Common Stock shall be nonvoting under the resulting institution’s organizational documents to the same extent as the Nonvoting Common Stock is nonvoting and the Corporation shall make appropriate provisions and take such other actions necessary to ensure that such nonvoting securities will have substantially the same rights and benefits as the Nonvoting Common Stock, including the right to convert nonvoting common stock into common stock). Each Fixed Settlement Rate The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Applicable Market Value Conversion Rate in effect on such Reorganization Effective Time. (b) The above provisions of a unit Section 7(a) shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 8 shall apply to any shares of one share capital stock of the Corporation (or any successor) received by the holders of Common Stock would have received in any such Reorganization Event. (c) The Corporation (or any successor) shall, within 20 days of the Reorganization Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation or effect of Section 7(a). (d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to Section 7(a).

Reorganization Events. (a) In the event ofthat any of the following events occurs prior to the Conversion Date: (i) any consolidation or merger of the Company Corporation with or into another Person (other than a merger or consolidation in which the Company Corporation is the continuing or surviving corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company Corporation or another Person);, (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the CompanyCorporation’s consolidated property or and assets;, or (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes any such event specified in par value or resulting from a subdivision or combination); or paragraphs (iva) any statutory exchange through (c) of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 7, a “Reorganization Event”), then each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of Nasdaq Global Select Market or any other national securities exchange or automated quotation system where the Purchase ContractsCommon Stock is listed and other applicable laws and regulations, become a contract to purchase upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, be convertible into the kind of securities, cash and/or and other property that a holder of Common Stock would have been entitled to receive receivable in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of without any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the close Reorganization Event) per share of business on Common Stock (the Determination Date“Exchange Property”) as if the Holder of such share of Series B Preferred Stock had converted such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). Each Fixed Settlement Rate The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Applicable Market Value Conversion Rate in effect on such Reorganization Effective Time. The above provisions of a unit this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Exchange Property that a holder Section 8 shall apply to any shares of one share capital stock of the Corporation (or any successor) received by the holders of Common Stock would have received in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7.

Reorganization Events. (a) In the event of: (i) any consolidation or merger or other similar business combination of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will receive a distribution of cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person to the extent not set forth above; (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachforegoing events, a “Reorganization Event”), each Purchase Contract Preferred Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders of the Purchase ContractsHolders, automatically become a contract to purchase convertible into the kind and amount of securities, cash and/or cash, and other property or assets that a holder (that was not the counterparty to the Reorganization Event or an Affiliate of such other party) of a number of shares of Common Stock equal to the Conversion Rate per Preferred Share prior to such Reorganization Event would have owned or been entitled to receive in connection with upon such Reorganization Event (such securities, cash cash, and other propertyproperty or assets, the “Exchange Reference Property” with each unit ”). In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of the shares of Common StockStock that affirmatively make an election. The Company amount of Reference Property receivable upon conversion of any Preferred Shares in accordance with Section 3 shall notify be determined based upon the Purchase Contract Agent Conversion Rate in writing of effect on such weighted average as soon as practicable Conversion Date. If the Holders receive only cash in such Reorganization Event, then for all conversions that occur after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event (x) the consideration due upon conversion of each Preferred Share shall be solely cash in an amount equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based Conversion Rate on the Fixed Settlement Rates then in effect on Conversion Date multiplied by the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one price paid per share of Common Stock would have received in such Reorganization Event. The above provisions of this Section 10 shall similarly apply to successive Reorganization Events and the provisions of this Section 10 shall apply to any shares of Capital Stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or reclassification, recapitalization or reorganization of the Common Stock into other securities; other than, in each case, as any such transaction that constitutes a result Change of Control (other than if the last sentence of Section 9(a) is implicated), with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, is referred to as a “Reorganization Event”), each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series B Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any the Corporation’s consolidation or merger of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities securities, or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, transfer, lease, assignment, transfer or conveyance to another Person of all or substantially all of the CompanyCorporation’s consolidated or its subsidiaries property or and assets;, taken as a whole; or (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of the Corporation’s securities of the Company with another Person Person; (other than any such event specified in connection with this Section 10(a), a merger or acquisition"Reorganization Event"); in each case, as a result share of which the Common Preferred Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holders of the Purchase ContractsHolders, become a contract to purchase convertible, on an as-converted basis at the Conversion Rate, into the kind of securities, cash and/or cash, and other property that receivable in such Reorganization Event by a holder of the shares of Common Stock would have been entitled that was not the counterparty to receive in connection with such the Reorganization Event or an affiliate of such other party (such securities, cash cash, and other property, the “"Exchange Property” with each unit "). (b) In the event that holders of Exchange Property being the kind and amount shares of Exchange Property that a holder of one share of the Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will conversion shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or (ii) if no holders of shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration actually received by such holders. On each Conversion Date following a Reorganization Event, the holders Conversion Rate then in effect will be applied to the value on such Conversion Date of the securities, cash, or other property received per share of Common Stock, determined as set forth above. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units amount of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date receivable upon conversion of such Reorganization Event shall be equal to the number of shares of Common any Preferred Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate accordance with Section 5 hereof shall be determined based upon the Applicable Market Value Conversion Rate. (c) The above provisions of a unit this Section 10 shall similarly apply to successive Reorganization Events of Exchange Property that a holder the Corporation (or any successor) received by the holders of one share of the Common Stock would have received in any such Reorganization Event. (d) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10.

Reorganization Events. (a) In the event ofthat, for so long as any shares of Series C Preferred Stock remain outstanding, there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), then each Purchase Contract share of Series C Preferred Stock outstanding immediately prior to such Reorganization Event shall, without at the consent of Holders option of the Purchase ContractsHolders, become a contract to purchase either convert into the kind of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Series C Preferred Stock would have been entitled to receive in connection with such Reorganization Event then be convertible (such securities, cash and other property, the “Exchange Property” ”) plus an amount in cash equal to any accrued and unpaid dividends on such Series C Preferred Stock, or be entitled to receive liquidating distributions in accordance with each unit Section 5 as if such Reorganization Event were a liquidation of Exchange Property being the Corporation. (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10, if applicable, shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven (7) days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement does not interfere with or prevent (as applicable) (i) conversion of the Series C Preferred Stock into the Exchange Property that or (ii) the ability of Holders to receive, at their option, a holder of one share of Common Stock would have received liquidating distribution in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute accordance with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein5, in no event shall each case, in a Qualified McKesson Exit manner that is consistent with and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock gives effect to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Eventthis Section 11.

Reorganization Events. (a) In the event ofthat for so long as any shares of Series D Preferred Stock remains outstanding there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Company Corporation with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or assetsother property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; then each Purchase Contract share of such Holder’s Series D Preferred Stock outstanding immediately prior to such Reorganization Event shallshall remain outstanding but shall thereafter automatically entitle the Holder to receive, without upon conversion of such share of Series D Preferred Stock, the consent of Holders of the Purchase Contracts, become a contract to purchase the kind type and amount of securities, cash and/or and other property that receivable in such Reorganization Event by a holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock would have been entitled to receive in connection with obtained by dividing (x) the Liquidation Preference, plus all accrued but unpaid dividends, whether or not declared, up to, but excluding the effective date of the Reorganization Event, by (y) the Applicable Conversion Price as of such Reorganization Event date (such securities, cash and other property, the “Exchange Property” with each unit ”). (b) In the event that holders of Exchange Property being the kind and amount of Exchange Property that a holder of one share shares of Common Stock would have the opportunity to elect the form of consideration to be received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Eventtransaction, the Company or consideration that the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right Holders are entitled to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will shall be deemed to be the weighted average of the types and amounts of consideration actually received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series D Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation Person, in which the Company is the continuing or surviving corporation and in each case pursuant to which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for will be converted into cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the property and assets of the Company’s consolidated , in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or assetsanother Person; (iii) any reclassification of the Common Stock into securities, securities including securities other than the Common Stock (other than changes in par value or resulting from a subdivision or combination)Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Company with another Person (other than in connection with a merger or acquisition); (any such event specified in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (eachthis Section 11(a), a “Reorganization Event”), ; each Purchase Contract share of Series B and Series B-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders Holders, remain outstanding but shall become convertible, at the option of the Purchase ContractsHolders, become a contract to purchase into the kind of securities, cash and/or and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an affiliate of such counterparty) of that a holder number of shares of Common Stock into which the share of Series B and Series B-1 Preferred Stock would have been entitled to receive in connection with then be convertible (and assuming for purposes of this calculation, the receipt on the date such Reorganization Event option is exercised of all Conversion Approvals) (such securities, cash and other property, the “Exchange Property” with ”); provided, however, that if the Reorganization Event provides that each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock shall receive Exchange Consideration in an amount such that each share of Series B and Series B-1 Preferred Stock would have received convert into, or receive consideration, that in the aggregate would be less than the Purchase Price Per Share, then notwithstanding the foregoing sentence, each share of Series B and Series B-1 Preferred Stock shall be entitled to receive that amount of securities, cash and other property receivable in such Reorganization Event) and, prior Event by the holder (excluding the counterparty to the Reorganization Event or at the effective time an affiliate of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(ivcounterparty) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior will receive consideration equivalent to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization EventLiquidation Preference.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to the merger is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of , in each case pursuant to which the Common Stock is converted into securitiescash, including securities or other than Common Stock (other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Accreted Value applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or the successor to which such sale or purchasing Persontransfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than Person, in each case pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to (but not the merger Series C Preferred Stock) is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all the property and assets of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securitiesCorporation, including securities other than in each case pursuant to which the Common Stock (but not the Series C Preferred Stock) is converted into cash, securities or other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, (but not the Series C Preferred Stock) into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), each Purchase Contract share of Series C Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 11(d), remain outstanding, but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distributions on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date) that the Holder of one such share of Common Series C Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series C Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference Amount applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the Company foregoing shall not apply if such Holder is a Person with which the Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with a “Constituent Person”), or an Affiliate of a Constituent Person, to the Purchase Contract Agent and extent such Reorganization Event provides for different treatment of Common Stock held by such Persons; provided further that to the Trustee a supplemental agreement permitted under Section 9.01(ivextent that any portion of the Exchange Property consists of property (any such property, “Disqualified Exchange Property”) amending this Agreement and the Purchase Contracts to provide for such change that does not constitute Qualified Equity Interests (as defined in the right Revolving Credit Agreement), no payment of Disqualified Exchange Property shall be made to settle the Purchase Contracts. Notwithstanding anything such Holder upon conversion of a share of Series C Preferred Stock following such Reorganization Event until all commitments under any then outstanding Permitted Secured Debt are terminated and all obligations with respect thereto are repaid in full in cash (and all letters of credit issued thereunder are cash collateralized or backstopped in a manner satisfactory to the contrary hereinissuer thereof). If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 11(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory share exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which majority of the Company is the continuing or surviving corporation and in which the outstanding shares of Common Stock outstanding immediately prior to (but not the merger Series A Preferred Stock) is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification assets of Common Stock into securitiesthe Corporation, including securities other than in each case pursuant to which the Common Stock (but not the Series A Preferred Stock) is converted into cash, securities or other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, (but not the Series A Preferred Stock) into other securities, cash or other property ; (each, each of which do not qualify as a Change of Control and is referred to as a “Reorganization Event”), each Purchase Contract share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 12(d), remain outstanding and, for the avoidance of the Purchase Contractsdoubt, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive each Holder shall retain its rights in connection with such Reorganization Event (such a Change of Control as set forth on Section 9 and shall retain the right to effect a conversion pursuant to and in accordance with Section 6 hereof, but the shares of Series A Preferred Stock shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the applicable Conversion Date or Change of one Control Conversion Date, as applicable) that the Holder of such share of Common Series A Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to or the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the effective time of such Reorganization Event, subsequent conversion; provided that the Company foregoing shall not apply if such Holder is a Person with which the Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 12(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation reclassification, statutory exchange, merger, consolidation, conversion, division or merger other similar business combination of the Company Corporation with or into another Person (other than Person, in each case, pursuant to which at least a merger or consolidation in which the Company is the continuing or surviving corporation and in which majority of the Common Stock outstanding immediately prior to (but not the merger Series B Preferred Stock) is changed or consolidation is not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another Person); (ii) any direct or indirect sale, leasetransfer, assignment, transfer lease or conveyance to another Person of all or substantially all a majority of the Company’s consolidated property or assets; (iii) any reclassification and assets of Common Stock into securitiesthe Corporation, including securities other than in each case pursuant to which the Common Stock (but not the Series B Preferred Stock) is converted into cash, securities or other than changes in par value or resulting from a subdivision or combination)property; or (iviii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition); in each case) or reclassification, as a result recapitalization or reorganization of which the Common Stock would be converted into, or exchanged for, (but not the Series B Preferred Stock) into other securities, cash or other property ; (each, each of which is referred to as a “Reorganization Event”), then each Purchase Contract share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders and subject to Section 10(d), remain outstanding but shall become convertible into, out of funds legally available therefor, the Purchase Contractsnumber, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, property (the “Exchange Property” with each unit of ”) (without any interest on such Exchange Property being the kind and amount of without any right to dividends or distribution on such Exchange Property which have a record date that a holder is prior to the effective date of one such Reorganization Event) that the Holder of such share of Common Series B Preferred Stock would have received in such Reorganization Event) and, Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Common Stock immediately prior to or at the effective time date of the Reorganization Event (disregarding the 10.0% Threshold and the 19.99% Threshold); provided that the foregoing shall not apply if such Reorganization Event, Holder is a Person with which the Company Corporation consolidated or into which the successor Corporation merged or purchasing Personwhich merged into the Corporation or to which such sale or transfer was made, as the case may bebe (any such Person, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything “Constituent Person”), or an Affiliate of a Constituent Person, to the contrary hereinextent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, in no event shall cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Qualified McKesson Exit and related transactionsPerson (other than a Constituent Person or an Affiliate thereof), including then for the Merger, constitute a Reorganization Event. For purposes purpose of the foregoingthis Section 10(a), the type kind and amount of Exchange Property in the case of any securities, cash and other property receivable upon conversion following such Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.