Common use of Repurchase Notices Clause in Contracts

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 8.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares or consummates or otherwise engages in any transaction or event (a “Conversion Rate Adjustment Event”) that could reasonably be expected to lead to an increase in the Conversion Rate (as such term is defined in the Indenture), promptly give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event (a “Repurchase Repurchase/Adjustment Notice”) on such day if if, following such repurchaserepurchase or Conversion Rate Adjustment Event, the Notice Percentage would reasonably be expected to be (i) greater than 8.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Repurchase/Adjustment Notice (or, in the case of the first such Repurchase Repurchase/Adjustment Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided provided, that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Repurchase/Adjustment Notice (which advance notice shall be deemed a Repurchase Repurchase/Adjustment Notice) and if any such advance notice would constitute material non-public information with respect to Company Counterparty or the Shares, Company Counterparty shall make public disclosure thereof at or prior to delivery of the Repurchase Repurchase/Adjustment Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants Options and the Warrant Option Entitlement and (b) the number of Shares underlying any other warrant similar call option transaction sold by Company Dealer to Dealer Counterparty and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including including, without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities liabilities, expenses and expenses fees (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Repurchase/Adjustment Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase/Adjustment Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and Company, upon request of the Indemnified Person, . Counterparty shall retain counsel reasonably satisfactory be relieved from liability to the extent that any Indemnified Person Party fails promptly to represent notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder to the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceedingextent Counterparty is materially prejudiced as a result thereof. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages damages, liabilities, expenses or liabilities fees referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages damages, liabilities, expenses or liabilitiesfees. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. For the avoidance of doubt, any payments due as a result of this provision may not be used to set-off any obligation of the Dealer upon settlement of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares or Underlying Shares, promptly give provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Unit Equity Percentage would reasonably be expected as determined on such day is (a) equal to be (i) or greater than 8.08% and (iib) greater by 0.50.5 % or more than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the sum of (aA) the product of the Number number of Warrants Note Hedging Units and the Warrant Note Hedging Unit Entitlement and (bB) the number of Underlying Shares underlying any other warrant call option transaction sold by Company to between Dealer as seller and Counterparty as buyer, and (ii) the denominator of which is the number of Underlying Shares outstanding on such day. Company Counterparty agrees that if Counterparty ceases to qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, Counterparty will (to the fullest extent permitted by applicable law) indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, days upon written request, each of such Section 16 Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified PersonPerson in respect of the foregoing, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.09.0% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a1) the product of the Number of Warrants Options in aggregate and the Warrant Option Entitlement and (b2) the aggregate number of Shares underlying any other warrant call option transaction sold by Company Dealer to Dealer Counterparty, and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of the Counterparty’s failure to timely provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (d) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be as determined on the date of such Repurchase Notice is (i) greater than 8.06.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to Counterparty shall deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material to Dealer at least five Scheduled Valid Days prior to effecting any non-public information with respect open market repurchase (including, without limitation, pursuant to Company a tender offer or an accelerated share repurchase program or other structured derivative transaction) that Counterparty reasonably expects to result in the Shares, Company shall make public disclosure thereof at or prior to delivery repurchase of a number of Shares constituting more than 10% of the Repurchase Noticenumber of Shares outstanding on the date of such repurchase. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially reasonable hedging activities or cessation of commercially reasonable hedging activities and any reasonable losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject toto under applicable securities laws, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which Indemnity may be sought hereunder. In addition, Counterparty shall not be liable for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any reasonable losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Warrant Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.09.0% and or (ii) greater by 0.5% than the Notice Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrant Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a1) the product of the Number of Warrants in aggregate and the Warrant Option Entitlement in respect of the Transaction and (b2) the aggregate number of Shares underlying any other warrant warrants transaction sold bought by Company to Dealer from Counterparty, and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of the Counterparty’s failure to timely provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the at least two Exchange Business Day immediately Days prior to any day on which Company Counterparty effects any repurchase of SharesShares or consummates or otherwise engages in any transaction or event (a “Conversion Rate Adjustment Event”) that could reasonably be expected to lead to an increase in the Conversion Rate (as such term is defined in the Indenture), promptly give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event (a “Repurchase Notice”) on such day if if, following such repurchaserepurchase or Conversion Rate Adjustment Event, the Notice Percentage would reasonably be expected to be (i) greater than 8.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to in no event shall Counterparty be required to, nor shall Counterparty, disclose any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or Dealer (and the Shares, Company preceding notice obligation shall make public disclosure thereof at or prior to be postponed until the first day on which delivery of such notice would not result in the Repurchase Noticedisclosure of material non-public information). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants Options, and the Warrant Option Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject toincurs, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of the Transaction. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Warrant Equity Percentage would reasonably be expected to be (ias defined below) greater than 8.0% and (ii) is greater by 0.5% or more than the Notice Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Warrant Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, of (1) the numerator of which is the sum of (aA) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to between Counterparty as seller and Dealer as buyer and (2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or becoming an “insider” as defined under Section 16 of the risk of becoming, a Section 16 “insider”Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses reasonable expense (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraphherein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and or prior to midnight, on the Exchange Business date one Scheduled Trading Day immediately prior to following any day date on which Company effects obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected number of outstanding Shares on such day, subject to be any adjustments provided herein, is (i) greater less than 8.0% and [ ]2 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) [ ]3 million less than the number of Shares underlying any other warrant transaction sold by Company to Dealer and included in the denominator of which is the number of Shares outstanding on such dayimmediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, 1 Include only for U.S. broker-dealers. 2 Insert the number of Shares outstanding that would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by 0.5%. To be based on Dealer with the highest applicable percentage. 3 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with the highest applicable percentage. an “Indemnified Person”) from and against any and all commercially reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially reasonable hedging activities or cessation of commercially reasonable hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and commercially reasonable expenses (including reasonable external attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day when and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any commercially reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Company’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the commercially reasonable and documented fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Company of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Company is materially prejudiced as a result thereof. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to On any day on which Company both (i) Counterparty effects any repurchase of SharesShares and (ii) Counterparty does not qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, Counterparty shall promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.05.0% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (a) the product of the Number of Warrants Options in aggregate and the Warrant Option Entitlement under this Transaction or any other bond hedge transaction between the parties and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Percentage would reasonably be expected to be as determined on such day is (i) greater than 8.08% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and Options multiplied by the Warrant Option Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, then Counterparty agrees to indemnify and hold harmless Dealer and Dealer, its affiliates and their respective directors, officers, directors, employees, affiliates, advisors, agents and controlling persons (each, Dealer and each such person being an “Indemnified PersonParty”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities joint or several and expenses (including reasonable attorney’s fees), joint or several, to which an such Indemnified Person actually Party may become subject tounder applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons Parties for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonParty as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person Party shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified PersonParty, shall retain counsel reasonably satisfactory to the Indemnified Person Party to represent the Indemnified Person Party and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiffagainst an Indemnified Party, Company Counterparty agrees to indemnify any Indemnified Person Party from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified PersonParty, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified PersonParty, unless such settlement includes an unconditional release of such Indemnified Person Party from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified PersonParty. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (d) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be as determined on the date of such Repurchase Notice is (i) greater than 8.06.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to Counterparty shall deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material to Dealer at least five Scheduled Valid Days prior to effecting any non-public information with respect open market repurchase (including, without limitation, pursuant to Company a tender offer or an accelerated share repurchase program or other structured derivative transaction) that Counterparty reasonably expects to result in the Shares, Company shall make public disclosure thereof at or prior to delivery repurchase of a number of Shares constituting more than 10% of the Repurchase Noticenumber of Shares outstanding on the date of such repurchase. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially reasonable hedging activities or cessation of commercially reasonable hedging activities and any reasonable losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject toto under applicable securities laws, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which Indemnity may be sought hereunder. In addition, Counterparty shall not be liable for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any reasonable losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]1 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]2 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which and in such case, any such advance notice shall be deemed a Repurchase Notice) and if Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Company Counterparty or the Shares, Company Counterparty shall make public disclosure thereof at or prior to delivery of the such Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any 1 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 2 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s feesfees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.08.00% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (a) the product of the Number of Warrants Options in aggregate and the Warrant Option Entitlement under this Transaction and any other bond hedge transaction between the parties and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give provide Dealer with a written notice of such repurchase (a “Share Repurchase Notice”) on such day if if, following such repurchase, the Notice Unit Equity Percentage would reasonably be expected as determined on such day is (a) equal to be (i) or greater than 8.04.5% and (iib) greater by 0.5% or more than the Notice Unit Equity Percentage included in the immediately preceding Share Repurchase Notice (or, in the case of the first such Share Repurchase Notice, greater by 0.5% or more than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and and, if such advance notice repurchase, or the intention to effect the same, would constitute material non-public nonpublic information with respect to Company Counterparty or the Shares, Company Counterparty shall make public disclosure thereof at or prior to delivery of the such Share Repurchase Notice. The “Notice Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the sum of (aA) the product of the Number number of Warrants Capped Note Hedging Units and the Warrant Capped Note Hedging Unit Entitlement and (bB) the number of Shares underlying any other warrant call option transaction sold by Company to between Dealer as seller and Counterparty as buyer, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Share Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, days upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Unit Equity Percentage would reasonably be expected to be (i) greater than 8.0% and (ii) as determined on such day is greater by 0.5% or more than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the sum of (aA) the product of the Number number of Warrants Note Hedging Units and the Warrant Note Hedging Unit Entitlement and (bB) the number of Shares underlying any other warrant call option transaction sold by Company to between Dealer as seller and Counterparty as buyer, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, becoming a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, days upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.09% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (a) the product of the Number of Warrants Options in the aggregate and the Warrant Option Entitlement [under the Transaction and any other bond hedge transaction between the parties] and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s ’ hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice; provided, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected number of outstanding Shares on such day, subject to be any adjustments provided herein, is (i) greater less than 8.0% and 347.0 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than 56.0 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) ). The parties agree that Company’s obligation to provide any Repurchase Notice relating to a repurchase of Shares shall be satisfied by notice to Dealer of Company’s related corporate authorization to repurchase such Shares; provided that, Company acknowledges and if agrees that Dealer may, but is not required to, assume that the maximum number of Shares permitted to be repurchased pursuant to such advance authorization will be repurchased on the date on which such authorization becomes effective, subject to adjustments thereto as Dealer determines appropriate to account for the market price with respect to the Shares, Potential Adjustment Events and other corporate transactions with respect to Company or the Shares and such other factors as Dealer determines relevant. Company acknowledges and agrees that in connection with any notice would constitute delivered pursuant to the two immediately preceding sentences, Company shall not communicate to Dealer any material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to timely provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Dealer Sellers a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Sellers and its their affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s Sellers’ hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Sellers with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 thirty days, upon written request, each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to any Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Sellers with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be is a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Percentage would reasonably be expected to be as determined on such day is (i) greater than 8.08% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. In the event that Company fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, then Company agrees to indemnify and hold harmless Dealer and Dealer, its affiliates and their respective directors, officers, directors, employees, affiliates, advisors, agents and controlling persons (each, Dealer and each such person being an “Indemnified PersonParty”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities joint or several and expenses (including reasonable attorney’s fees), joint or several, to which an such Indemnified Person actually Party may become subject tounder applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons Parties for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonParty as a result of Company’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person Party shall promptly notify Company in writing, and Company, upon request of the Indemnified PersonParty, shall retain counsel reasonably satisfactory to the Indemnified Person Party to represent the Indemnified Person Party and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person Party from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified PersonParty, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified PersonParty, unless such settlement includes an unconditional release of such Indemnified Person Party from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified PersonParty. If for any reason the foregoing indemnification provided for in this paragraph is unavailable to an any Indemnified Person Party or insufficient in respect of to hold harmless any losses, claims, damages or liabilities referred to thereinIndemnified Party, then CompanyCompany shall, in lieu of indemnifying such Indemnified Person Party hereunder, shall contribute to the maximum extent permitted by law, to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. In addition, Company will reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Company. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person Party at law or in equity. The This indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless survive the completion of the termination Transaction contemplated by this Confirmation and any assignment and delegation of the TransactionTransaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected number of outstanding Shares on such day, subject to be any adjustments provided herein, is (i) greater less than 8.0% and 77.1 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than 10.7 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) ). The parties agree that Company’s obligation to provide any Repurchase Notice relating to a repurchase of Shares shall be satisfied by notice to Dealer of Company’s related corporate authorization to repurchase such Shares, and if Company acknowledges and agrees that Dealer may, but is not required to, assume that the maximum number of Shares permitted to be repurchased pursuant to such advance notice would constitute material non-public information authorization will be repurchased on the date on which such authorization becomes effective, subject to adjustments thereto as Dealer determines appropriate to account for the market price with respect to the Shares, Potential Adjustment Events and other corporate transactions with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” Shares and such other factors as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such daydetermines relevant. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to timely provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph in respect of which any Indemnified Person is or could have been reasonably be expected to be a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Purchase & Sale, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, reimburse each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Purchase & Sale. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and or prior to midnight, the opening of the regular trading session for the Shares on the Exchange Business on the date that is one Scheduled Trading Day immediately prior to following any day date on which Company effects obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]4 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]5 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice); provided further 4 Insert the number of Shares outstanding that would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by 0.5%, based on Dealer with the highest Applicable Percentage. 5 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and if such advance notice would constitute any warrants under pre-existing warrant transactions with Company) to increase by a further 0.5% from the threshold for the first Repurchase Notice, based on Dealer with the highest Applicable Percentage. ‌ ​ ​ that Company shall not deliver any material non-public information with respect to Company or the SharesShares to any employee of Dealer. In the event that Company fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(b), Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. then Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially reasonable hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable, documented out-of-pocket expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Company’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the reasonable, documented fees and expenses of such counsel related to such proceeding. Company shall not be liable for any such settlement of any such proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Company shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Company of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Company is materially prejudiced as a result thereof. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Units Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.06.0% and (ii) greater by 0.5% or more than the Notice Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Units Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Units Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction the numerator of which is the aggregate of the Applicable Percentage of the sum of (ax) the Number of Shares for all Transactions hereunder, and (y) the product of (A) the Number of Warrants and the Warrant Entitlement Designated Repurchase Units for all Transactions hereunder, and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 “insider”of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraphparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the any Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the such Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.to

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be quotient of (ix) greater than 8.0% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and Warrants, the Warrant Entitlement and the Conversion Rate (as defined in the Certificate of Designations), (b) the number product of Shares underlying any other warrant transaction sold by Company to Dealer the “Number of Warrants” and the denominator “Warrant Entitlement” (each as defined in the letter agreement dated June 22, 2011 between Bank and Company regarding Base Warrants (the “Base Warrant Confirmation”)) and the Conversion Rate, and (c) the product of which is the “Number of Warrants” and the “Warrant Entitlement” (each as defined in the letter agreement between Company and Bank dated as of March 3, 2008, as amended by the letter agreement between Company and Bank dated as of March 11, 2008), divided by (y) the number of Company’s outstanding Shares outstanding on (such dayquotient expressed as a percentage, the “Warrant Equity Percentage”) would be (i) greater than 7.5% or (ii) 0.5% greater than the Warrant Equity Percentage included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerBank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer Bank with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer Xxxxxx Xxxxxxx a written notice of such repurchase (a “"Repurchase Notice”") on such day if following such repurchase, the Notice Unit Equity Percentage would reasonably be expected as determined on such day is (a) equal to be (i) or greater than 8.06.0% and (iib) greater by 0.5% than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice "Unit Equity Percentage” " as of any day is the fraction, expressed as a percentage, fraction (i) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) Applicable Percentage, the number of Shares underlying any other warrant transaction sold by Company to Dealer Note Hedging Units and the Note Hedging Unit Entitlement, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Xxxxxx Xxxxxxx and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “a "Section 16 Indemnified Person”") from and against any and all losses (including losses relating to Dealer’s Xxxxxx Xxxxxxx'x hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company’s Counterparty's failure to provide Dealer Xxxxxx Xxxxxxx with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. Alternative Calculations and Xxxxxx Xxxxxxx Payment on Early Termination and on Certain Extraordinary Events. If Xxxxxx Xxxxxxx owes Counterparty any amount in connection with the Transaction pursuant to Sections 12.2, 12.3 (and "Consequences of Merger Events" above), 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty's control) (a "Xxxxxx Xxxxxxx Payment Obligation"), Counterparty shall have the right, in its sole discretion, to require Xxxxxx Xxxxxxx to satisfy any such Xxxxxx Xxxxxxx Payment Obligation by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Xxxxxx Xxxxxxx, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Early Termination Date or other date the transaction is terminated, as applicable ("Notice of Xxxxxx Xxxxxxx Termination Delivery"). Within a commercially reasonable period of time following receipt of a Notice of Xxxxxx Xxxxxxx Termination Delivery, Xxxxxx Xxxxxxx shall deliver to Counterparty a number of Termination Delivery Units having a cash value equal to the amount of such Xxxxxx Xxxxxxx Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be purchased over a commercially reasonable period of time with the cash equivalent of such payment obligation). If the provisions set forth in this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to "Shares" shall be read as references to "Termination Delivery Units." It is understood and agreed that notwithstanding anything to the contrary in the Equity Definitions or the Agreement, Counterparty shall have no obligation hereunder or under the Agreement to make any delivery or payment to Xxxxxx Xxxxxxx in connection with any Early Termination Date.

Repurchase Notices. Company Counterparty shall, following no later than the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 8.0[ ]17 % and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which and in such case, any such advance notice shall be deemed a Repurchase Notice) and if Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Company Counterparty or the Shares, Company Counterparty shall make public disclosure thereof at or prior to delivery of the such Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) Shares plus the number of Shares underlying any other warrant transaction convertible bond hedge transactions or similar call options sold by Company Dealer to Dealer Counterparty and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s feesfees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business at least one Scheduled Valid Day immediately prior to any day on which Company effects Counterparty intends to effect any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 8.0[ ]10% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided . The parties agree that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an Counterparty’s obligation to deliver a provide any Repurchase Notice (which advance notice relating to a repurchase of Shares shall be deemed a Repurchase Notice) and if satisfied by notice to Dealer of Counterparty’s related corporate authorization to repurchase such advance Shares or by notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Noticeimplementation of a stock repurchase plan, forward contract, accelerated stock repurchase contract or similar transaction. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the aggregate Number of Warrants and the Warrant Entitlement and (b) Shares plus the number of Shares underlying any other warrant transaction capped call transactions sold by Company Dealer to Dealer Counterparty and the denominator of which is the number of Shares outstanding on such day. Company In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees to indemnify and hold harmless Dealer and Dealer, its affiliates and their respective directors, officers, directors, employees, affiliates, advisors, agents and controlling persons (each, Dealer and each such person being an “Indemnified PersonParty”) from and against any and all losses (including losses relating to the Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, damages and liabilities and expenses (including reasonable attorney’s feesor actions in respect thereof), joint or several, to which an such Indemnified Person actually Party may become subject tounder applicable securities laws, as a result including without limitation, Section 16 of Company’s failure the Exchange Act or under any U.S. state or federal law, regulation or regulatory order, in each case relating to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each or arising out of such Indemnified Persons failure. If for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of reason the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the foregoing indemnification provided for in this paragraph is unavailable to an any Indemnified Person Party or insufficient in respect of to hold harmless any losses, claims, damages or liabilities referred to thereinIndemnified Party, then CompanyCounterparty shall contribute, in lieu of indemnifying such Indemnified Person hereunderto the maximum extent permitted by law, shall contribute to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to In addition, Counterparty will reimburse any Indemnified Person at law Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty, in equityeach case relating to or arising out of such failure. The This indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless survive the completion of the termination Transaction contemplated by this Confirmation and any assignment and delegation of the TransactionTransaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer. Counterparty will not be liable under this indemnity provision to the extent any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from Dealer’s gross negligence or willful misconduct.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by more than 1.0% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 1.0% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the Closing Date, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and Counterparty shall retain counsel at its own expense and direct such counsel to reimbursedefend such action; provided, within 30 dayshowever, upon written requestfor the avoidance of doubt, each of such Indemnified Persons for any reasonable legal Counterparty has no indemnification or other expenses incurred in connection obligations with investigating, preparing for, providing testimony or other evidence in connection with or defending any of respect to Seller becoming a Section 16 “insider” prior to the foregoingClosing Date. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 8.0[_____]% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(b) then Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s feesfees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder (it being understood that any such notice delivered within 30 calendar days of the commencement of any such action shall be deemed to have been delivered within a commercially reasonable period of time for such purpose). In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected number of outstanding Shares on such day, subject to be any adjustments provided herein, is (i) greater less than 8.0% and [__]3 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]4 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which which, to the extent that Company actually repurchases the number of Shares specified in such advance notice, advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day). Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s _______________________________ 3 Insert the number of Shares outstanding that would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by 0.5%. 4 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by a further 0.5% from the threshold for the first Repurchase Notice. failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company shall be relieved from liability to the extent that any Indemnified Party fails promptly to notify Company of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Company is materially prejudiced as a result thereof. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer JPMorgan a written notice of such repurchase (a “Repurchase Notice”"REPURCHASE NOTICE") on such day if following such repurchase, the Notice Warrants Equity Percentage would reasonably be expected to be as determined on such day is (i) greater than 8.05% and (ii) greater by 0.5% than the Notice Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrants Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” "WARRANTS EQUITY PERCENTAGE" as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a1) the product of the Number of Warrants and the Warrant Entitlement and (b2) the number product of Shares underlying any other warrant transaction sold by the Number of Warrants as defined in the Confirmation dated August 11, 2003 between Counterparty and JPMorgan relating to 22,357,646 Warrants of the Company to Dealer (the "INITIAL TRANSACTION") and the Warrant Entitlement as defined in the Initial Transaction, and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”"INDEMNIFIED PERSON") from and against any and all losses (including losses relating to Dealer’s JPMorgan's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, which an Indemnified Person actually may become subject to, incurs as a result of Company’s 's failure to provide Dealer JPMorgan with a Repurchase Notice on the day and in the manner specified in this paragraphSection 8(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding A SUBSIDIARY OF J.P. MORGAN CHASE & CO. INCORPORATED WITH LIMITED LIABILITY XX X XXX XXRX XXXTE CHARTERED COMMERCIAL BANK. REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA. REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270 XXXX XXXXXX, XXX XXXX, USX. xxoceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and or prior to midnight, on the Exchange Business date that is one Scheduled Trading Day immediately prior to following any day date on which Company effects Counterparty obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [ ]5 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) [ ]6 million less than the number of Shares underlying included in the immediately preceding Repurchase Notice. For the avoidance of doubt, any other warrant transaction sold “net settlement” of equity by Company the Counterparty for the benefit of service providers to Dealer and the denominator Counterparty for the purpose of which is the number paying withholding taxes shall not be deemed to be a repurchase of Shares outstanding on such dayShares. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, 5 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 6 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable documented out of pocket expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable documented out of pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer JPMorgan a written notice of such repurchase (a “Repurchase Notice”” ) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.0% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants Options and the Warrant Option Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”” ) from and against any and all losses (including losses relating to DealerJPMorgan’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer JPMorgan with a Repurchase Notice on the day and in the manner specified in this paragraphSection 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company the Counterparty in writing, and Companythe Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company the Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company Each of Counterparty and Parent shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business at least one Scheduled Valid Day immediately prior to any day on which Company effects Counterparty or Parent intends to effect any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]18 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than [__]19 million less than the Notice Percentage as number of Shares included in the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the immediately preceding Repurchase Notice. The “Notice Percentage” as Counterparty and Parent jointly and 17 Include for applicable Dealers. 18 Insert the number of any day is Shares outstanding that would cause Dealer’s current position in the fraction, expressed as a percentage, Shares underlying the numerator of which is the sum of Transaction (a) the product of the Number of Warrants and the Warrant Entitlement and (b) including the number of Shares underlying any other warrant additional transaction sold if the greenshoe is exercised in full) to increase by Company to 0.5%. To be determined based on Dealer and the denominator of which is with highest Applicable Percentage. 19 Insert the number of Shares outstanding that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be determined based on such dayDealer with highest Applicable Percentage. Company agrees severally agree to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all commercially reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, ” (including without limitation, any forbearance from hedging activities or cessation of hedging activities activities) and any losses under or resulting from the operation of any ownership limitations contained in the Charter and, in each case, any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and commercially reasonable and documented out-of-pocket expenses (including reasonable external attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s or Parent’s failure to provide Dealer with a Repurchase Notice on the day when and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s or Parent’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty and Parent in writing, and CompanyCounterparty and/or Parent, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty and/or Parent may designate in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding. Company Counterparty and Parent shall be relieved from liability to the extent that any Indemnified Person fails to promptly notify Counterparty and Parent of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty and/or Parent are materially prejudiced as a result thereof. Counterparty and Parent shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty and Parent shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute contribute, jointly and severally, to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and or prior to midnight, the opening of the regular trading session for the Shares on the Exchange Business on the date that is one Scheduled Trading Day immediately prior to following any day date on which Company effects Counterparty obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]14 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]15 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that 14 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%, based on Dealer with the highest Applicable Percentage. 15 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice, based on Dealer with the highest Applicable Percentage . ‌ ​ ‌ ​ repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute ); provided further that Counterparty shall not deliver any material non-public information with respect to Company Counterparty or the SharesShares to any employee of Dealer. In the event that Counterparty fails to provide Dealer with a Repurchase Notice when and in the manner specified in this Section 9(b), Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company then Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable, documented out-of-pocket expenses (including reasonable external attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day when and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable, documented fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any such settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty is materially prejudiced as a result thereof. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Units Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.06.0% and (ii) greater by 0.5% or more than the Notice Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Units Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Units Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction the numerator of which is the aggregate of the Applicable Percentage of the sum of (ax) the Number of Shares for all Transactions hereunder, and (y) the product of (A) the Number of Warrants and the Warrant Entitlement Designated Repurchase Units for all Transactions hereunder, and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 “insider”of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraphparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.Section 16

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Warrant Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.0% and [Barclays PLC - 7.5%; Citibank, N.A. - 4%; JPMorgan Chase Bank, National Association - 4%] or (ii) greater by 0.5% than the Notice Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrant Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerBank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Bank with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close shall give JPMorgan written notice of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase Shares (a “Repurchase Notice”) on at least ten Exchange Business Days prior to effecting such day if following repurchase if, after giving effect to such repurchase, the fraction (x) the numerator of which is the product of (A) (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Options for the Call Option Transaction Reference Number 2480433 between Counterparty and JPMorgan (the “Amended Call Option Transaction”) multiplied by (b) the Option Entitlement for the Amended Call Option Transaction; plus (B) the product of (a) the Number of Options for the Call Option Transaction (the “New Call Option Transaction”) between Counterparty and JPMorgan relating to the Company’s Senior Subordinated Convertible Debentures due 2034 issued in accordance with the exchange offer pursuant to the Company’s Form S-4 Registration Statement filed February 13, 2007, as amended, multiplied by (b) the Option Entitlement for the New Call Option Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day (such fraction expressed as a percentage, the “Warrants Equity Percentage”) would be greater than 10.14%. Such Repurchase Notice Percentage would reasonably be expected shall set forth the number of Shares to be (i) greater than 8.0% and (ii) greater by 0.5% than outstanding after giving effect to the Notice Percentage included in the immediately preceding relevant Share repurchase. In connection with any delivery of any Repurchase Notice to JPMorgan, Company shall (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer x) concurrently with advance notice on or prior to any such day to delivery, publicly announce and disclose the extent it expects that repurchases effected on relevant repurchase or (y) represent and warrant in such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a that the information set forth in such Repurchase Notice) and if such advance notice would Notice does not constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the no later than one Exchange Business Day immediately prior to any following the day on which Company Counterparty and/or Parent effects any repurchase of Shares, promptly give Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]22 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than [__]23 21 Include for applicable Dealers. 22 Insert the Notice Percentage as number of Shares outstanding that would cause Dealer’s current position in the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to Shares underlying the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice Transaction (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) including the number of Shares underlying any other warrant additional transaction sold if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by Company to 0.5%. To be based on Dealer and the denominator of which is with highest Applicable Percentage. 23 Insert the number of Shares outstanding that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. million less than the number of Shares included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such dayrequirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes of this Section 9(b)). Company agrees Counterparty and Parent agree, on a joint and several basis, to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all commercially reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty and Parent shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its their written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty and Parent shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any commercially reasonable losses, claims, damages or liabilities referred to therein, then CompanyCounterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall agree to jointly and severally contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and 77.1 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than 10.7 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) ). The parties agree that Counterparty’s obligation to provide any Repurchase Notice relating to a repurchase of Shares shall be satisfied by notice to Dealer of Counterparty’s related corporate authorization to repurchase such Shares, and if Counterparty acknowledges and agrees that Dealer may, but is not required to, assume that the maximum number of Shares permitted to be repurchased pursuant to such advance notice would constitute material non-public information authorization will be repurchased on the date on which such authorization becomes effective, subject to adjustments thereto as Dealer determines appropriate to account for the market price with respect to Company or the Shares, Company shall make public disclosure thereof at Potential Adjustment Events and other corporate transactions with respect to Counterparty or prior to delivery of the Repurchase NoticeShares and such other factors as Dealer determines relevant. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to timely provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph in respect of which any Indemnified Person is or could have been reasonably be expected to be a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares or consummates or otherwise executes or engages in any transaction or event (a “Conversion Rate Adjustment Event”) that would lead to an increase in the “Conversion Rate” (as defined in the Indenture), promptly give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event (a “Repurchase Notice”) on such day if following such repurchaserepurchase or Conversion Rate Adjustment Event, as the case may be, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [ ]11 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than notice) 10 Include Dealer’s preferred version of CARES Act rep. 11 Insert the Notice Percentage as number of Shares outstanding that would cause Dealer’s current position in the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to Shares underlying the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice Transaction (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) including the number of Shares underlying any other warrant additional transaction sold if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by Company to Dealer and the denominator of which is 0.5%. or (ii) thereafter more than [ ]12 million less than the number of Shares outstanding on such dayincluded in the immediately preceding Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable out-of-pocket attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer JPMorgan a written notice of such repurchase (a “"Repurchase Notice”") on such day if following such repurchase, the Notice Warrants Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.07.5% and (ii) greater by 0.5% than the Notice Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrants Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice "Warrants Equity Percentage” " as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “"Indemnified Person”") from and against any and all losses (including losses relating to Dealer’s JPMorgan's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s 's failure to provide Dealer JPMorgan with a Repurchase Notice on the day and in the manner specified in this paragraphSection 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected number of outstanding Shares on such day, subject to be any adjustments provided herein, is (i) greater less than 8.0% and [•]1 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [•]2 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that the Company may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if (x) Company remakes in such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery representation set forth in Section 8(g) as of the Repurchase Notice. The “Notice Percentage” as date of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement such advance notice and (by) Company provides a subsequent notice of the number of Shares underlying any other warrant transaction sold by Company to Dealer and actually repurchased promptly following the denominator of which is 1 Insert the number of Shares outstanding that would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by 0.5%. To be based on Dealer with highest applicable percentage. 2 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest applicable percentage. completion of such dayrepurchases. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s feesfees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject toincurs, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding. Company shall be relieved from liability to the extent that any Indemnified Party fails to notify Company in a reasonably prompt manner of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Company is materially prejudiced as a result thereof. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Company shall not be liable for any loses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer Bear Stearns a written notice of such repurchase (a “Repurchase Notice”"Repurchasx Xxxxxe") on such day if following such repurchase, the Notice Warrants Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.07.5% and (ii) greater by 0.5% than the Notice Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrants Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice "Warrants Equity Percentage” " as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer Bear Stearns and its affiliates and their respective officers, directorsxxxxxxors, employees, affiliates, advisors, agents and controlling persons (each, an “"Indemnified Person”") from and against any and all losses (including losses relating to Dealer’s Bear Stearns's hedging activities as a consequence of becoming, or of the xx xx xhe risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s 's failure to provide Dealer Bear Stearns with a Repurchase Notice on the day and in the manner specified maxxxx xxecified in this paragraphSection 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCompany under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [ ]12 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [ ]13 million less than the number of Shares included in the immediately preceding Xxxxxxxxxx 00 Insert the number of Shares outstanding that would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. 13 Insert the number of Shares that, if repurchased, would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof). Notice; provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which which, to the extent that Counterparty actually repurchases the number of Shares specified in such advance notice, advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty is materially prejudiced as a result thereof. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of the Dealer upon settlement of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer Citibank a written notice of such repurchase (a “"Repurchase Notice”") on such day if following such repurchase, the Notice Unit Equity Percentage would reasonably be expected as determined on such day is (a) equal to be (i) or greater than 8.06.0% and (iib) greater by 0.5% than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice "Unit Equity Percentage” " as of any day is the fraction, expressed as a percentage, fraction (i) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) Applicable Percentage, the number of Shares underlying any other warrant transaction sold by Company to Dealer Note Hedging Units and the Note Hedging Unit Entitlement, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Citibank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “a "Section 16 Indemnified Person”") from and against any and all losses (including losses relating to Dealer’s Citibank's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company’s Counterparty's failure to provide Dealer Citibank with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. Alternative Calculations and Citibank Payment on Early Termination and on Certain Extraordinary Events. If Citibank owes Counterparty any amount in connection with the Transaction pursuant to Sections 12.2, 12.3 (and "Consequences of Merger Events" above), 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty's control) (a "Citibank Payment Obligation"), Counterparty shall have the right, in its sole discretion, to require Citibank to satisfy any such Citibank Payment Obligation by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Citibank, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Early Termination Date or other date the transaction is terminated, as applicable ("Notice of Citibank Termination Delivery"). Within a commercially reasonable period of time following receipt of a Notice of Citibank Termination Delivery, Citibank shall deliver to Counterparty a number of Termination Delivery Units having a cash value equal to the amount of such Citibank Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be purchased over a commercially reasonable period of time with the cash equivalent of such payment obligation). If the provisions set forth in this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to "Shares" shall be read as references to "Termination Delivery Units." It is understood and agreed that notwithstanding anything to the contrary in the Equity Definitions or the Agreement, Counterparty shall have no obligation hereunder or under the Agreement to make any delivery or payment to Citibank in connection with any Early Termination Date.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer provide Wachovia with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Warrant Equity Percentage would reasonably be expected to be (ias defined below) greater than 8.0% and (ii) is greater by 0.5% or more than the Notice Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Warrant Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, of (1) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement Warrants, and (b2) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Wachovia and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerWachovia’s hedging activities as a consequence of becoming, or of the risk of becoming, a an “insider” as defined under Section 16 “insider”of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses expense (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Wachovia with a Repurchase Notice on the day and in the manner specified in this paragraphherein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]40 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]41 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company 39 Include for applicable Dealers. 40 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by 0.5%. To be determined based on Dealer with highest Applicable Percentage. 41 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be determined based on Dealer with highest Applicable Percentage. Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute ); provided further that Counterparty shall not deliver any material non-public information to any employee of Dealer. In the event that Counterparty fails to provide Dealer with respect to Company or a Repurchase Notice on the Sharesday and in the manner specified in this Section 9(b), Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company then Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable documented out-of-pocket expenses (including reasonable external attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly shall, within a commercially reasonable period of time, notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that any Indemnified Person fails to notify Counterparty within a commercially reasonable period of time of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty is materially prejudiced as a result thereof. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person (in each case, as conclusively determined by a court of competent jurisdiction in a final and non-appealable judgment). If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the no later than one Exchange Business Day immediately prior to any following the day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice (which, for the avoidance of doubt may be by e-mail) of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]18 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) [__]19 million less than the number of Shares underlying any other warrant transaction sold by Company to Dealer and included in the denominator of which is the number of Shares outstanding on such dayimmediately preceding Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all commercially reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses commercially 17 Include for applicable Dealers. 18 Insert the number of Shares outstanding that would cause Dealer’s current position in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses Shares underlying the Transaction (including reasonable attorneythe number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing 2020 call option transactions with Counterparty’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure subsidiary) to provide increase by 0.5%. To be determined based on Dealer with a Repurchase Notice on highest Applicable Percentage. 19 Insert the day and number of Shares that, if repurchased, would cause Dealer’s current position in the manner specified Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in this paragraphfull, and any Shares under pre-existing 2020 call option transactions with Counterparty’s subsidiary) to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of increase by a further 0.5% from the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment threshold for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgmentfirst Repurchase Notice. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability To be determined based on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the TransactionDealer with highest Applicable Percentage.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]12 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]13 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which which, to the extent that Counterparty actually repurchases the number of Shares specified in such advance notice, advance notice shall be deemed a Repurchase Notice) and if such advance notice ). Counterparty agrees _______________________________ 12 Insert the number of Shares outstanding that would constitute material non-public information with respect to Company or cause Dealer’s current position in the Shares, Company shall make public disclosure thereof at or prior to delivery of Shares underlying the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of Transaction (a) the product of the Number of Warrants and the Warrant Entitlement and (b) including the number of Shares underlying any other warrant additional transaction sold if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by Company to Dealer and the denominator of which is 0.5%. 13 Insert the number of Shares outstanding on such daythat, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty is materially prejudiced as a result thereof. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of the Dealer upon settlement of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Units Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.06.0% and (ii) greater by 0.5% or more than the Notice Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Units Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Units Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction the numerator of which is the aggregate of the Applicable Percentage of the sum of (ax) the Number of Shares for all Transactions hereunder, and (y) the product of (A) the Number of Warrants and the Warrant Entitlement Designated Repurchase Units for all Transactions hereunder, and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 “insider”of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraphparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the any Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the such Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the such Section 16 Indemnified Person to represent the such Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that such Section 16 Indemnified Person fails to promptly notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (i) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (ii) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this paragraph (p). Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the each Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by any such Section 16 Indemnified Person, unless such settlement includes an unconditional release of each such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to each such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.Section 16

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly give Dealer JPMorgan a written notice of such repurchase (a “Repurchase Notice”” ) on such day if following such repurchase, the Notice Warrants Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.0% and (ii) greater by 0.5% than the Notice Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Warrants Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrants Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”” ) from and against any and all losses (including losses relating to DealerJPMorgan’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer JPMorgan with a Repurchase Notice on the day and in the manner specified in this paragraphSection 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) greater than 8.06% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (aA) the product of the Number of Warrants and the Warrant Entitlement Shares hereunder and (bB) the number Number of Shares underlying any other warrant transaction sold by Company for the Convertible Note Hedge Transaction between Counterparty and Bank relating to Dealer the USD 250,000,000 principal amount of Convertible Senior Notes due December 15, 2013 (the “Aggregate Transaction Amount”) and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerBank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Bank with a Repurchase Notice on the day and in the manner specified in this paragraphSection 9(b), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Personproceeding. If the indemnification provided for in this paragraph (b) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (b) shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) equal to or greater than 8.0% and [Barclays Bank PLC - 7.5%; Citibank, N.A. - 4.0%; JPMorgan Chase Bank, National Association - 4.0%] or (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereofTrade Date); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Options Equity Percentage” as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement Shares and (bB) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerBank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Bank with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects any repurchase of Shares, promptly Counterparty shall give Dealer Wachovia a written notice of such repurchase (a “Repurchase Notice”) on such day if following at least ten Exchange Business Days prior to effecting any repurchase of Shares if, after giving effect to such repurchase, the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Parent’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage") would be greater than 8%. Such Repurchase Notice Percentage would reasonably be expected shall set forth the number of Shares to be (i) greater than 8.0% and (ii) greater by 0.5% than outstanding after giving effect to the Notice Percentage included in relevant Share repurchase. In connection with the immediately preceding delivery of any Repurchase Notice to Wachovia, (orx) Parent shall, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer concurrently with advance notice on or prior to any such day to delivery, publicly announce and disclose the extent it expects relevant repurchase or (y) Parent shall, concurrently with such delivery, represent and warrant that repurchases effected on the information set forth in such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would does not constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase NoticeParent. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants Counterparty and the Warrant Entitlement Parent jointly and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company agrees severally agree to indemnify and hold harmless Dealer Wachovia and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Section 9(c) Indemnified Person”) from and against any and all losses (including losses relating to DealerWachovia’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an a Section 9(c) Indemnified Person actually may become subject to, as a result of CompanyParent’s failure to provide Dealer Wachovia with a Repurchase Notice on the day and in the manner specified in this paragraphSection 9(c), and to reimburse, within 30 days, upon written request, each of such Section 9(c) Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 9(c) Indemnified PersonPerson as a result of Parent’s failure to provide Wachovia with a Repurchase Notice in accordance with this Section 9(c), such Section 9(c) Indemnified Person shall promptly notify Company Counterparty and Parent, in writing, and CompanyCounterparty or Parent, upon request of the Section 9(c) Indemnified Person, shall retain counsel reasonably satisfactory to the Section 9(c) Indemnified Person to represent the Section 9(c) Indemnified Person and any others Company Counterparty or Parent, as applicable, may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Neither Counterparty nor Parent shall not be liable for any settlement of any proceeding contemplated by this Section 9(c) that is effected without its such party’s written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Section 9(c) Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall notNeither Counterparty nor Parent shall, without the prior written consent of the Section 9(c) Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this Section 9(c) that is in respect of which any Section 9(c) Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 9(c) Indemnified Person, unless such settlement includes an unconditional release of such Section 9(c) Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.Section 9(c)

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer JPMorgan a written notice of such repurchase (a “Repurchase Notice”"REPURCHASE NOTICE") on such day if following such repurchase, the Notice Options Equity Percentage would reasonably be expected to be as determined on such day is (i) greater than 8.05% and (ii) greater by 0.5% than the Notice Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Options Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” "OPTIONS EQUITY PERCENTAGE" as of any day is the fraction, expressed as a percentage, fraction (A) the numerator of which is the sum of (a1) the product of the Number of Warrants Options and the Warrant Option Entitlement and (b2) the number product of Shares underlying any other warrant transaction sold by Company to Dealer the Number of Options as defined in the Confirmation dated August 11, 2003 between Counterparty and JPMorgan in respect of the Initial Convertible Notes (the "INITIAL TRANSACTION") and the Option Entitlement as defined in the Initial Transaction, and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”"INDEMNIFIED PERSON") from and against any and all losses (including losses relating to Dealer’s JPMorgan's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “"insider”", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s 's fees), joint or several, which an Indemnified Person actually may become subject to, incurs as a result of Company’s Counterparty's failure to provide Dealer JPMorgan with a Repurchase Notice on the day and in the manner specified in this paragraphSection 8(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company the Counterparty in writing, and Companythe Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company the Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty under such paragraph, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the this Transaction.. A SUBSIDIARY OF J.P. MORGAN CHASE & CO. INCORPORATED WITH LIMITED LIABILITY AS A NXX XXXX XXXTX XXXRTERED COMMERCIAL BANK. REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA. REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270 PARK XXXXXX, XXX XXXX, XXX. [JPMORGAN LOGO]

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and at least 10 Scheduled Trading Days prior to midnight, on the Exchange Business Day immediately prior to any day on which Company effects effecting any repurchase of Shares or consummating or otherwise executing or engaging in any transaction or event, other than a stock split or stock dividend (a “Adjustment Event”), that would lead to an increase in the Number of Shares, promptly give Dealer a written notice of such repurchase or Adjustment Event (a “Repurchase Notice”) on such day if if, following such repurchaserepurchase or Adjustment Event, the Notice Percentage would reasonably be expected to be as determined on the date of such Repurchase Notice is (i) greater than 8.0% [ ]%3 and (ii) in the case of any Repurchase Notice other than the first Repurchase Notice, greater by 0.5% or more than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (ax) the product of the Number of Warrants and Shares for the Warrant Entitlement Transaction and (by) the number Number of Shares underlying any other warrant transaction sold by Company to Dealer for [ ]4, and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of In the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Section 8(b) then Counterparty agrees to indemnify any and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Person Party”) from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages and liabilities (or liabilities referred actions in respect thereof), joint or several, to thereinwhich such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then CompanyCounterparty shall contribute, in lieu of indemnifying such Indemnified Person hereunderto the maximum extent permitted by law, shall contribute to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to In addition, Counterparty will reimburse any Indemnified Person at law Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or in equitydefense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. The This indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless survive the completion of the termination Transaction contemplated by this Confirmation and any assignment and delegation of the TransactionTransaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of SharesShares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs), promptly give Dealer Seller a written notice of such repurchase (a “Repurchase Notice”) on such day ), if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater than 8.0% and (ii) greater by 0.5% less than the Notice Percentage included number of Shares outstanding that would result in the immediately preceding Repurchase Notice percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (or, in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects Counterparty agrees that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would this information does not constitute material non-public information; provided further if this information with respect to Company or the Sharesshall be material non-public information, Company it shall make public disclosure thereof at or prior to delivery of the Repurchase Noticepublicly disclosed immediately. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to DealerSeller’s hedging activities as a consequence of becoming, remaining or of the risk of becoming, becoming a Section 16 “insider”” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Warrant Equity Percentage would reasonably be expected (as defined below) is (a) equal to be (i) or greater than 8.04.5% and (iib) greater by 0.5% or more than the Notice Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Warrant Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, of (1) the numerator of which is the sum of (aA) the product of the Number of Warrants and the Warrant Entitlement and (bB) the number of Shares underlying any other warrant transaction sold by Company to between Counterparty as seller and Dealer as buyer and (2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or becoming an “insider” as defined under Section 16 of the risk of becoming, a Section 16 “insider”Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the this Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraphherein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any such suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and or prior to midnight, on the Exchange Business date that is one Scheduled Trading Day immediately prior to following any day date on which Company effects Counterparty obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]6 million (in the case of the first such notice) or (ii) greater by 0.5% thereafter more than [__]7 million less than the Notice Percentage number of Shares included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day day, which may include the maximum number of Shares that may be repurchased under a repurchase program entered into in reliance or Rule 10b5-1(c) and the approximate period in which such purchases may occur, to the extent it expects that repurchases effected on such day may result in an 6 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 7 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. obligation to deliver a Repurchase Notice (which and in such case, any such advance notice shall be deemed a Repurchase Notice) and if Notice to the maximum extent of repurchases set forth in such advance notice would constitute material non-public information with respect as if Counterparty had executed such repurchases). For the avoidance of doubt, any “net settlement” of equity by the Counterparty for the benefit of service providers to Company or the Counterparty for the purpose of paying withholding taxes shall not be deemed to be a repurchase of Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable documented out of pocket expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable documented out of pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]15 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) (the “First Repurchase Notice, greater by 0.5% Notice Threshold”) or (ii) thereafter more than [__]16 million (the “Second Repurchase Notice Threshold”) less than the Notice Percentage as number of Shares included in the date hereof); immediately preceding Repurchase Notice; provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute ); provided, further that Counterparty shall not deliver any material non-public information to any employee of Dealer unless that employee has been identified to Counterparty as being on the “private side”. [Solely if Counterparty is required to deliver “repurchase notices” under any other agreements between Counterparty and Dealer entered into prior to the date hereof, which “repurchase notices” are similar in nature to the Repurchase Notices herein except with respect to Company the First Repurchase Notice Threshold and the Second Repurchase Notice Threshold, such requirements to deliver “repurchase notices” under such prior agreements shall be superseded by the requirement to deliver Repurchase Notices in the foregoing sentence.]17 The parties agree that Counterparty’s obligation to provide any Repurchase Notice relating to a repurchase of Shares shall be satisfied by notice to Dealer of Counterparty’s related corporate authorization to repurchase such Shares or by notice of the implementation of a stock repurchase plan, forward contract, accelerated stock repurchase contract or similar transaction; provided that Counterparty acknowledges and agrees that Dealer may, but is not required to, assume that the maximum number of Shares permitted to be repurchased pursuant to such authorization, plan, contract or transaction will be repurchased on the date on which such authorization, plan, contract or transaction becomes effective, subject to adjustments thereto as Dealer determines appropriate to account for the market price with respect to the Shares, Company shall make public disclosure thereof at Potential Adjustment Events and other corporate transactions with respect to Counterparty or prior to delivery of the Repurchase NoticeShares and such other factors as Dealer determines relevant. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities liabilities, expenses and expenses fees (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been expects to be a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages damages, liabilities, expenses or liabilities fees referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages damages, liabilities, expenses or liabilitiesfees. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.. 15 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 16 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. 17 Include if Dealer is a party to the existing call spreads

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the at least two Exchange Business Day immediately Days prior to any day on which Company Counterparty effects any repurchase of SharesShares or consummates or otherwise engages in any transaction or event (a “Conversion Rate Adjustment Event”) that could reasonably be expected to lead to an increase in the Conversion Rate (as such term is defined in the Indenture), promptly give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event (a “Repurchase Notice”) on such day if if, following such repurchaserepurchase or Conversion Rate Adjustment Event, the Notice Percentage would reasonably be expected to be (i) greater than 8.07.5% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to in no event shall Counterparty be required to, nor shall Counterparty, disclose any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or Dealer (and the Shares, Company preceding notice obligation shall make be postponed until the first day on which deliver of such notice would not result in the disclosure of material non-public disclosure thereof at or prior to delivery of the Repurchase Noticeinformation). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants Options, and the Warrant Option Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability under this Section 9(b) to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of the Transaction (including damages resulting from a breach of the Company’s obligations under this Section 9(b)). Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately or prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice (which, for the avoidance of doubt, may be by email) of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and 107,640,783 (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) 5,321,927 less than the number of Shares underlying included in the immediately preceding Repurchase Notice; provided that, with respect to any other warrant transaction sold repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by Company to promptly giving Dealer and written notice of entry into such plan, the denominator of which is the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes of this Section 9(b)). For the avoidance of doubt, any “net settlement” of equity by Counterparty for the benefit of employees, directors or service providers to Counterparty for the purpose of paying the exercise price of equity awards or withholding taxes that does not result in a reduction of the total number of outstanding on such dayShares shall not be deemed to be a repurchase of Shares. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities with respect to the Transaction as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially reasonable hedging activities or cessation of commercially reasonable hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder (it being understood and agreed that any such notice delivered within 30 days of the commencement of any such action shall be deemed to have been delivered within a commercially reasonable period of time for such purpose), but only to the extent that Counterparty is materially prejudiced by such failure to provide such notice. In addition, Counterparty shall not have liability for any settlement of any such proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and or prior to midnight, on the Exchange Business date one Scheduled Trading Day immediately prior to following any day date on which Company effects Counterparty has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]14 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]15 million less 14 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 15 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice, greater by 0.5% . To be based on Dealer with highest Applicable Percentage. than the Notice Percentage as number of Shares included in the date hereof)immediately preceding Repurchase Notice; provided that Company Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which and in such case, any such advance notice shall be deemed a Repurchase Notice) and if Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); and provided further that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes of this Section 10(b)); and provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Company Counterparty or the Shares, Company Counterparty shall make public disclosure thereof at or prior to delivery (or deemed delivery) of the such Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) the number of Shares underlying any other warrant transaction sold by Company to Dealer and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney’s feesfees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer provide Citi with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Unit Equity Percentage would reasonably be expected to be (i) greater than 8.0% and (ii) as determined on such day is greater by 0.5% or more than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) Applicable Percentage, the number of Shares underlying any other warrant transaction sold by Company to Dealer Note Hedging Units and the Note Hedging Unit Entitlement, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer Citi and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to DealerCiti’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer Citi with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if if, following such repurchase, the Notice Unit Equity Percentage would reasonably be expected as determined on such day is (a) equal to be (i) or greater than 8.04.5% and (iib) greater by 0.5% or more than the Notice Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Notice Unit Equity Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the sum of (aA) the product of the Number Applicable Percentage, the number of Warrants Note Hedging Units and the Warrant Note Hedging Unit Entitlement and (bB) the number of Shares underlying any other warrant call option transaction sold by Company to between Dealer as seller and Counterparty as buyer, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a “Section 16 Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, becoming a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any such suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that any Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Section 16 Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [__]37 million (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) [__]38 million less than the number of Shares underlying any other warrant transaction sold by Company to Dealer and included in the denominator of which is the number of Shares outstanding on such dayimmediately preceding Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging 37 To be the number of Shares outstanding that would cause Dealer’s current position in the shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be determined with respect to Dealer with greatest number of underlying Shares. 38 To be the number of Shares that, if repurchased, would cause Dealer’s current position in the shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be determined with respect to Dealer with greatest number of underlying Shares. activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable out-of-pocket attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

Repurchase Notices. Company Counterparty shall, following the close of trading on the Exchange, and prior to midnight, on the Exchange Business Day immediately prior to any day on which Company Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Notice Percentage would reasonably be expected to be number of outstanding Shares as determined on such day is (i) greater less than 8.0% and [___ million]12 (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% notice) or (ii) thereafter more than the Notice Percentage as of the date hereof); provided that Company may provide Dealer with advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) and if such advance notice would constitute material non-public information with respect to Company or the Shares, Company shall make public disclosure thereof at or prior to delivery of the Repurchase Notice. The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (a) the product of the Number of Warrants and the Warrant Entitlement and (b) [__ million]13 less than the number of Shares underlying any other warrant transaction sold by Company to Dealer and included in the denominator of which is the number of Shares outstanding on such dayimmediately preceding Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other 12 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be determined by reference to Dealer with highest aggregate allocation across old and new transactions. 13 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be determined by reference to Dealer with highest aggregate allocation across old and new transactions. evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Company Counterparty in writing, and CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability under this paragraph 9(b) to the extent that the Indemnified Party fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of the Transaction (including damages resulting from a breach of the Counterparty’s obligations under this Section 9(b)). For purposes of the preceding sentence, the obligation to notify promptly shall in no event obligate the Indemnified Party to provide such notice earlier than 10 Exchange Business Days after the occurrence of the relevant event. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then CompanyCounterparty hereunder, in lieu of indemnifying such Indemnified Person hereunderthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.