Common use of Spin-Offs Clause in Contracts

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas and where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Company’s Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted decreased based on the following formulas and formula: CP1 = CP0 × SP FMV + SP where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) 10 consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Price and Trading Day” and “Market Disruption Event” Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Conversion Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B5(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant this Note is exercised and the Exercise Conversion Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementNote, the Company will, if necessary, Holder shall have the option (i) to delay the settlement of such exercise until the second (2nd) Business third Trading Day after the Last Trading Day last day of the Spin-Off Valuation PeriodPeriod and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5(c)(ii) is declared but not made or paid, each of the Strike Conversion Price and the Warrant Entitlement will be readjusted to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) 5.09 will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per per-share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Parent Board determines not to make such distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 x FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Borrower distributes or dividends shares of Capital Stock Shares of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Borrower to all or substantially all holders of the Common Stock Shares (other than solely pursuant to (x) a Common Stock Shares Change Event, as to which Section 5(g) 5.07 will apply; or (y) a tender offer or exchange offer for shares of Common StockShares, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock Shares or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted decreased based on the following formulas and formula: where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock Shares or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Shares in the definitions of “Relevant Stock Exchange, Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock Shares or equity interests); and (y) the number of shares or units of such Capital Stock Shares or equity interests distributed per share of Common Stock Share in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close of Business on the last Last Reported Sale Prices per Common Share for each Trading Day of in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on contrary in this Section 5.05(A)(iii)(2), if the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise Loan to be converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration and Conversion Fee Shares for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Conversion Price and the Warrant Entitlement will be readjusted to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If With respect to an adjustment pursuant to this Section 4.04 where there has been payment of a dividend or other distribution on the Company distributes Issuer Class A Shares or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventIssuer, as to which Section 5(g) that are, or, when issued, will apply; or (y) a tender offer or exchange offer for shares of Common Stockbe, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) admitted for trading on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will Conversion Rate shall be adjusted based on the following formulas and formula: where: SP0 , CR0 = the Strike Price Conversion Rate in effect immediately before prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open end of Business on such Ex-Dividend Datethe Valuation Period; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P FMV0 = the average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of Common the Issuer Class A Shares (determined by reference to the definition of Last Reported Sale Price as if references therein to Issuer Class A Shares were to such Capital Stock for each or similar equity interest) over the first ten (10) consecutive Trading Day in period after, and including, the Ex-Dividend Date of the Spin-Off (such period, the “Valuation Period”); and FMV MP0 = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off Issuer Class A Shares over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in . Such adjustment shall occur at the definitions close of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close of Business business on the last Trading Day of the Spin-Off Valuation Period but will Period; provided, that for purposes of determining the Conversion Rate in respect of any conversion during the Valuation Period, references within the previous paragraph to “ten” shall be given effect immediately after the Open deemed replaced with such lesser number of Business on Trading Days as have elapsed from, and including, the Ex-Dividend Date for the of such Spin-OffOff to, with retroactive effectand including, the Conversion Date. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in the preceding paragraph of this Section 5(e)(i)(3)(B4.04(b) is declared but not made paid or paidmade, each of the Strike Price and the Warrant Entitlement will new Conversion Rate shall be readjusted to be the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paiddistribution had not been declared.

Spin-Offs. If With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary a subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Eventthat will be, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stockupon distribution, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Basic Warrant Entitlement will Exercise Rate shall be adjusted increased based on the following formulas and formula: where: SP0 = the Strike Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; SP1 = the Strike Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the arithmetic average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock for on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Common Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive on each Trading Day period (comprised in the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The Any adjustment to the Strike Price and Basic Warrant Exercise Rate under this clause (c)(ii) shall be made immediately after the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as close of the Close of Business business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything an adjustment to the contrary Basic Warrant Exercise Rate is made in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(Bclause (c) but such distribution is declared but not made or paidso made, each the Basic Warrant Exercise Rate shall be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such distribution, to the Strike Price and the Basic Warrant Entitlement, respectively, Exercise Rate that would then be in effect at such time had the no such adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary a subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Eventthat will be, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stockupon distribution, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Basic Warrant Entitlement will Exercise Rate shall be adjusted increased based on the following formulas and formula: where: SP0 BWER1 = the Strike Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; SP1 BWER0 = the Strike Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE0 FMV = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the arithmetic average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock for on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and FMV SP0 = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Common Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive on each Trading Day period (comprised in the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The Any adjustment to the Strike Price and the Basic Warrant Entitlement pursuant to Exercise Rate under this Section 5(e)(i)(3)(Bclause (c)(ii) will shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything an adjustment to the contrary Basic Warrant Exercise Rate is made in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(Bclause (c) but such distribution is declared but not made or paidso made, each the Basic Warrant Exercise Rate shall be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such distribution, to the Strike Price and the Basic Warrant Entitlement, respectively, Exercise Rate that would then be in effect at such time had the no such adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary a subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Eventthat will be, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stockupon distribution, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will Shares Per Warrant shall be adjusted increased based on the following formulas and formula: WS1 = WS0 × (FMV + SP) / SP where: SP0 WS0 = the Strike Price number of Warrant Shares Per Warrant in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date of the Spin-Off; WS1= the number of Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Market Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately following, and including, the Ex-Date for such Spin-Off (such period, the “Valuation Period”); and SP = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in the Valuation Period. the Implied Per Share Exercise Price in effect immediately prior to the open of business for the Ex-Date for the Spin-Off shall be decreased based on the following formula: X1 = X0 × WS0 / WS1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; SP1 X1 = the Strike Implied Per Share Exercise Price in effect immediately after the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE0 WS0 = the Warrant Entitlement Shares Per Warrant in effect immediately before prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE1 WS1 = the adjusted Warrant Entitlement Shares Per Warrant in effect immediately after the Open open of Business business on such the Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off as determined pursuant to this clause (b)(ii). Any adjustment to the Implied Per Share Exercise Price and number of Warrant Shares Per Warrant under this clause (b)(ii) shall be made immediately after the close of business on the last day of the Valuation Period Period, but will shall be given effect immediately after as of the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any an adjustment to the Implied Per Share Exercise Price and the Warrant Shares Per Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary made in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(Bclause (b) but such distribution is declared but not made or paidso made, each the Implied Per Share Exercise Price and Warrant Shares Per Warrant shall be readjusted, effective as of the Strike date the Board of Directors determines not to make such distribution, to the Implied Per Share Exercise Price and the Warrant Entitlement will be readjusted to the Strike Price and the Shares Per Warrant Entitlement, respectively, that would then be in effect had the no such adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Company’s Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of the Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and any Warrant is exercised and VWAP Trading Day of the Exercise Date for such exercise applicable Observation Period occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If With respect to an adjustment pursuant to this Section 2(c) where there has been a payment of a dividend or other distribution on the Company distributes or dividends Common Stock of shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Subsidiary any of its subsidiaries or other business unit units of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventCompany, as to which Section 5(g) that are, or, when issued, will apply; or (y) a tender offer or exchange offer for shares of Common Stockbe, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) admitted for trading on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Exercise Price and the Warrant Entitlement will shall be adjusted decreased based on the following formulas and formula: where: SP0 , EP0 = the Strike Exercise Price in effect immediately before prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; SP1 EP’ = the Strike Exercise Price in effect immediately after the Open end of Business on such Ex-Dividend Datethe Valuation Period; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P FMV0 = the average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock for each (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day in period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”), provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity Exhibit 10.43 interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation Period” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and FMV MP0 = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Common Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”. If any adjustment to the Exercise Price is made pursuant to the portion of this Section 2(c) beginning onabove, the Warrant Share Number shall be adjusted by multiplying the Warrant Share Number in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment, and including, such Ex-Dividend Date (such average to the denominator of which shall be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-OffExercise Price immediately thereafter. The adjustment to the Strike Exercise Price and Warrant Share Number under the Warrant Entitlement pursuant to portion this Section 5(e)(i)(3)(B2(c) will be calculated as above shall occur at the close of the Close of Business business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent If any dividend or distribution of the type described in this Section 5(e)(i)(3)(B) that constitutes a Spin-Off is declared but not made so paid or paidmade, each the Exercise Price and Warrant Share Number shall be immediately readjusted, effective as of the Strike date the board of directors of the Company determines not to pay or make such dividend or distribution, to the Exercise Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Share Number that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution had not been declared or announced. For purposes of this Section 2(c), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), other than rights issued pursuant a stockholder rights plan, which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 2(c) (and no adjustment to the Exercise Price or Warrant Share Number under this Section 2(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and Warrant Share Number shall be made under this Section 2(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issuance Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and Warrant Share Number under this Section 2(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exercise Price and Warrant Share Number shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exercise Price and Warrant Share Number shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and Warrant Share Number shall be readjusted as if anysuch rights, actually made options and warrants had not been issued. For purposes of Section 2(a), Section 2(b) and this Section 2(c), if any dividend or paid.distribution to which this Section 2(c) is applicable also includes one or both of:

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) 5.09 will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Spin- Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Parent Board determines not to make such distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 x FMV+SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Corporation distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company Corporation to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g11(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(511(d)(i)(2) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted decreased based on the following formulas and formula: where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open Close of Business on the Ex-Dividend Record Date for such Spin-Off; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open Close of Business on such Ex-Dividend Record Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation PeriodPeriod (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Conversion Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B11(d)(i)(4)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open Close of Business on the Ex-Dividend Record Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Optional Conversion Date for such exercise any share of Convertible Preferred Stock to be converted occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementCertificate of Designation, the Company Corporation will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B11(d)(i)(4)(B) is declared but not made or paid, each of the Strike Conversion Price and the Warrant Entitlement will be readjusted to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Shares (other than solely pursuant to (x) a Common Stock Share Change Event, as to which Section 5(g) 5.08 will apply; or (y) a tender offer or exchange offer for shares of Common StockShares, as to which Section 5(e)(i)(55.05(A)(vi) will apply), and such Capital Stock shares or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted reduced based on the following formulas and formula: where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) (I) on or before the day falling ten Trading Days after the Trading Commencement Date, the Conversion Price, or (II) at any time after the tenth (10th) Trading Day after the Trading Commencement Date, the average of the Last Reported Sale Prices per share or unit of the Capital Stock shares or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock shares or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Share in such Spin-Off. The adjustment to the Strike Price ; and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(BSP = (I) will be calculated as of the Close of Business on the last Trading Day of where the Spin-Off Valuation Period but will be given effect immediately after falls on or before the Open of Business on Trading Commencement Date, the Ex-Dividend Date for Conversion Price, and (II) where the Spin-OffOff Valuation Period falls after the Trading Commencement Date, with retroactive effectthe average of the Last Reported Sale Prices per Share for each Trading Day in the Spin-Off Valuation Period. If any Warrant is exercised and Notwithstanding anything to the Exercise contrary in this Section 5.05(A)(iv)(2), if the Conversion Date for such exercise a Note occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iv)(2) is declared but not made or paid, each of the Strike Conversion Price and the Warrant Entitlement will be readjusted to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Borrower distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Borrower to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g4(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(54(c)(i)(F) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on the Ex-Dividend contrary in this Section 4(c)(i)(D), if a Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B4(c)(i)(D) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Company’s Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices Daily VWAP per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Daily VWAP, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Daily VWAPs per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 x SP SP - FMV where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of the Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which the provisions described in Section 5(e)(i)(55.05(A)(v) will apply),), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or similar equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike ; provided that if there is no Last Reported Sale Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close capital stock or similar equity interest distributed to holders of Business Common Stock on such Ex-Dividend Date, the last “Spin-off Valuation Period” shall be the 10 consecutive Trading Day period after, and including, the first date such Last Reported Sale Price is available; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on contrary, if the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise a Note occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary consideration due in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the conversion, such Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which the provisions set forth in Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) 5.09 will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Price and Trading Day” and “Market Disruption Event” Day were instead references to such Capital Stock or equity interests, as applicable); and (y) the number of shares or units units, as applicable, of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second third (2nd3rd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 x FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this clause (iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common StockOrdinary Shares, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close of Business on the last Last Reported Sale Prices per Ordinary Share for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Class A Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Class A Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Class A Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Class A Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Class A Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such dividend or distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distributiondistribution had not been declared. For purposes of Section 5.05(A)(i), Section 5.05(A)(ii) and this Section 5.05(A)(iii), if any, actually made any dividend or paid.distribution to which this Section 5.05(A)(iii) is applicable also includes one or both of:

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreementthe Indenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Company’s Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and #92925316v9 SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV+SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on contrary in this Section 5.05(A)(iii)(2), if the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise a Note occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P FMV = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Price and Trading Day” and “Market Disruption Event” Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and MP = the average of the Last Reported Sale Prices per share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.08 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), if any Warrant is exercised and VWAP Trading Day of the Exercise Date Observation Period for such exercise a Note to be converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of Conversion Rate for such exercise until the second (2nd) Business Day after the Last VWAP Trading Day of the for such conversion, such Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock Shares of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common StockOrdinary Shares or ADSs, as to which Section 5(e)(i)(55.05(C)(v) will apply), and such Capital Stock Shares or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock Shares or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock ADSs in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock Shares or equity interests, and without regard to the last sentence of the definition of Last Reported Sale Price); and (y) the number of shares or units of such Capital Stock Shares or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close of Business on the last Last Reported Sale Prices per Ordinary Share for each Trading Day of in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on contrary in this Section 5.05(C)(iii)(2), if the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise a Note to be converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(C)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests ‌ ​ ​ ​ are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP ​ SP where: SP0 = CR0=the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 = CR1=the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = FMV=the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP=the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. ‌ ​ ​ ​ To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas and formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6)): where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation PeriodPeriod (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Price and the Warrant Entitlement number of Underlying Shares pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement number of Underlying Shares will be readjusted to the Strike Price and the Warrant Entitlementnumber of Underlying Shares, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such dividend or distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paiddistribution had not been declared.

Spin-Offs. If the Company distributes makes a distribution or dividends dividend of shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common StockOrdinary Shares, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close of Business on the last Last Reported Sale Prices per Ordinary Share for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period but will for a Note to be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of Conversion Rate for such exercise until the second (2nd) Business Day after the Last VWAP Trading Day of the for such conversion, such Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary a subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Eventthat will be, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stockupon distribution, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Basic Warrant Entitlement will Exercise Rate shall be adjusted increased based on the following formulas and formula: where: SP0 BWER1 = the Strike Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; SP1 BWER0 = the Strike Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE0 FMV = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the arithmetic average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock for on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and FMV SP0 = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Common Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive on each Trading Day period (comprised in the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The Any adjustment to the Strike Price and the Basic Warrant Entitlement pursuant to Exercise Rate under this Section 5(e)(i)(3)(B) will clause (c)(ii)shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything an adjustment to the contrary Basic Warrant Exercise Rate is made in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B) clause (c)but such distribution is declared but not made or paidso made, each the Basic Warrant Exercise Rate shall be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such distribution, to the Strike Price and the Basic Warrant Entitlement, respectively, Exercise Rate that would then be in effect at such time had the no such adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer Tender Offer or exchange offer Exchange Offer for shares of the Company’s Common Stock, as pursuant to which Section 5(e)(i)(5) will apply5.05(A)(v)), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 × FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If With respect to an adjustment pursuant to this clause ‎(c) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary a subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Eventthat will be, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stockupon distribution, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Basic Warrant Entitlement will Exercise Rate shall be adjusted increased based on the following formulas and formula: where: SP0 BWER1 = the Strike Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; SP1 BWER0 = the Strike Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; WE0 FMV = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the arithmetic average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock for on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and FMV SP0 = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Common Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive on each Trading Day period (comprised in the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The Any adjustment to the Strike Price and the Basic Warrant Entitlement pursuant to Exercise Rate under this Section 5(e)(i)(3)(B) will clause (c)(ii)shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything an adjustment to the contrary Basic Warrant Exercise Rate is made in this Warrant Agreement, the Company will, if necessary, delay the settlement respect of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5(e)(i)(3)(B) clause (c)but such distribution is declared but not made or paidso made, each the Basic Warrant Exercise Rate shall be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Board of Directors determines not to make such distribution, to the Strike Price and the Basic Warrant Entitlement, respectively, Exercise Rate that would then be in effect at such time had the no such adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CRo x SP SP-FMV Table of Contents where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Guarantor distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Guarantor to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common StockOrdinary Shares, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Exchange Rate will be adjusted increased based on the following formulas and formula: Table of Contents where: SP0 ER0 = the Strike Price Exchange Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 ER1 = the Strike Price Exchange Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close of Business on the last Last Reported Sale Prices per Ordinary Share for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose Exchange will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Exchange Rate for such VWAP Trading Day for such Exchange, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Exchange Date for a Note whose Exchange will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Exchange Consideration for such Exchange, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Exchange Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Exchange Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Exchange Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P FMV = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if Executed Version references to Common Stock in the definitions of “Last Reported Sale Price,” “Price and Trading Day” and “Market Disruption Event” Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and MP = the average of the Last Reported Sale Prices per share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second third (2nd3rd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If With respect to an adjustment pursuant to this Section 4.04 where there has been payment of a dividend or other distribution on the Company distributes Issuer Class A Shares or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventIssuer, as to which Section 5(g) that are, or, when issued, will apply; or (y) a tender offer or exchange offer for shares of Common Stockbe, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) admitted for trading on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will Conversion Rate shall be adjusted based on the following formulas and formula: ​ where: SP0 , ​ CR0 = the Strike Price Conversion Rate in effect immediately before prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; SP1 ​ CR1 = the Strike Price Conversion Rate in effect immediately after the Open end of Business on such Ex-Dividend Datethe Valuation Period; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P ​ FMV0 = the average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of Common the Issuer Class A Shares (determined by reference to the definition of Last Reported Sale Price as if references therein to Issuer Class A Shares were to such Capital Stock for each or similar equity interest) over the first ten (10) consecutive Trading Day in period after, and including, the Ex-Dividend Date of the Spin-Off (such period, the “Valuation Period”); and FMV ​ MP0 = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off Issuer Class A Shares over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in . ​ Such adjustment shall occur at the definitions close of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Close of Business business on the last Trading Day of the Spin-Off Valuation Period but will Period; provided, that for purposes of determining the Conversion Rate in respect of any conversion during the Valuation Period, references within the previous paragraph to “ten” shall be given effect immediately after the Open deemed replaced with such lesser number of Business on Trading Days as have elapsed from, and including, the Ex-Dividend Date for the of such Spin-OffOff to, with retroactive effectand including, the Conversion Date. If any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in the preceding paragraph of this Section 5(e)(i)(3)(B4.04(b) is declared but not made paid or paidmade, each of the Strike Price and the Warrant Entitlement will new Conversion Rate shall be readjusted to be the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paid.distribution had not been declared. ​ ​ ​

Spin-Offs. If the Company Issuer distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 2.11 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(52.8(d)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 ASIA-DOCS\12847562.6 DRAFT 076267-0001 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment increase to the Strike Price and Conversion Rate under the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of preceding paragraph shall occur at the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after Period; provided that if the Open of Business on the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise a Note occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B2.8(d)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P FMV = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Price and Trading Day” and “Market Disruption Event” Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and MP = the average of the Last Reported Sale Prices per share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and Notwithstanding anything to the Exercise contrary in this Section 5.05(A)(iii)(2), (i) if the Conversion Settlement Date for a Note whose conversion is to be settled pursuant to Cash Settlement or Combination Settlement occurs on or before the last Trading Day in the Spin-Off Valuation Period for any Spin-Off and any VWAP Trading Day in the Observation Period for such exercise conversion occurs during the on any Trading Day within such Spin-Off Valuation Period, then, notwithstanding anything solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the contrary in this Warrant Agreementperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, the last VWAP Trading Day in such Observation Period (or, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last VWAP Trading Day of is not a Trading Day, the immediately preceding Trading Day); and (ii) if the Conversion Settlement Date for a Note whose conversion is to be settled pursuant to Physical Settlement occurs on or before the last Trading Day in the Spin-Off Valuation Period for a Spin-Off and the Conversion Date for such conversion occurs on any Trading Day within such Spin-Off Valuation Period, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day). To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion - 93 - Rate will be adjusted increased based on the following formulas and formula: SP SPFMV CRCR   01 where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin- Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrant Agreementthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.. (iv)

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to (x) a Common Stock an Ordinary Share Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) 5.09 will apply), and such Capital Stock or equity interests are interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Strike Price and the Warrant Entitlement Conversion Rate pursuant to this Section 5(e)(i)(3)(B5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If any Warrant a Note is exercised converted and the Exercise Conversion Date for such exercise (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant AgreementIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Business Day after the Last Trading Day last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulas and formula: CR1 = CR0 x FMV + SP SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open Close of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for each last Trading Day in of the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “, Trading Day” Day and “Market Disruption Event” Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. The adjustment to ; and SP = the Strike Price and the Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as average of the Close Last Reported Sale Prices per share of Business on the last Common Stock for each Trading Day of in the Spin-Off Valuation Period but will be given effect immediately after Period. Notwithstanding anything to the Open of Business on contrary in this Section 5.05(A)(iii)(2), if the Ex-Dividend Conversion Date for the Spin-Off, with retroactive effect. If any Warrant is exercised and the Exercise Date for such exercise a Note occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Warrant AgreementConversion Consideration Table of Contents for such conversion, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation PeriodPeriod will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. For the avoidance of doubt, an adjustment pursuant to this Section 5.05(A)(iii)(2) will become effective as set forth in the definition of CR1 in this Section 5.05(A)(iii)(2). To the extent any dividend or distribution of the type described set forth in this Section 5(e)(i)(3)(B5.05(A)(iii)(2) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.