Common use of Spin-Offs Clause in Contracts

Spin-Offs. If the Issuer distributes or dividends shares of Equity Interests of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the 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 5.09 will apply; or (y) a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, 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 Equity Interests); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices of the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v5(e)(i)(5) will apply), and such Equity Interests 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 Conversion Rate Strike Price and the Warrant Entitlement will be increased adjusted based on the following formula: formulas where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 SP1 = the Conversion Rate Strike Price in effect immediately after the Close Open of Business on such Ex-Dividend Date; WE0 = the last 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 of 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 Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; . The adjustment to the Strike Price and SP = the average Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant to Cash Settlement or Combination Settlement 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 for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of determining such exercise until the Conversion Rate for such VWAP second (2nd) Business Day after the Last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(e)(i)(3)(B) is declared but not made or paid, each of the Conversion Rate Strike Price and the Warrant Entitlement will be readjusted to the Conversion Rate 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 With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Issuer distributes Company to all or dividends substantially all holders of its Common Stock in shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit of the Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventCompany that will be, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Stockupon distribution, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Warrant Exercise Rate will shall be increased based on the following formula: where: CR0 WER1 = the Conversion Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; WER0 = the Warrant Exercise Rate in effect immediately before prior to the Close open of Business business on the last Trading Day Ex-Date of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Equity Interests Capital Stock or similar equity interest distributed in such Spin-Off over to holders of the ten (10) consecutive Common Stock applicable to one share of Common Stock on each day which is a Trading Day period for both the Common Stock and the Capital Stock or similar equity interest so distributed (the each, a “Spin-Off Valuation PeriodTrading Day”) beginning on, and including, comprised in the Ex- Dividend period of 10 consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such average to be determined as if references to Common Stock in Ex-Date is not a Valuation Trading Day, commencing on the definitions of Last Reported Sale Priceimmediately following Valuation Trading Day) (such period, Trading Day and Market Disruption Event were instead references to such Equity Intereststhe “Valuation Period”); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. Notwithstanding anything Any adjustment to the contrary in Warrant Exercise Rate under this Section 5.05(A)(iii)(2), clause (ic)(ii) if any VWAP Trading Day shall be made immediately after the Close of Business on the last day of the Observation Period Valuation Period, but shall become effective at the open of business on the Ex-Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes subject to Section 4.02(b). If an adjustment to the Warrant Exercise Rate is made in respect 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(2clause (c) but such distribution is declared but not made or paidso made, the Conversion Warrant Exercise Rate will shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Warrant Exercise Rate that would then be in effect at such time had the no such adjustment been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 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 5.05(A)(v) will apply)), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of the Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything The adjustment to the contrary in Conversion Rate pursuant to this Section 5.05(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, (i) if with retroactive effect. If a Note is converted and any VWAP Trading Day of the applicable Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes of determining notwithstanding anything to the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of contrary in this Indenture or the Trading Days occurring in the period from, and includingNotes, the Ex-Dividend Date for Company will, if necessary, delay the settlement of such Spin- Off to, and including, such VWAP Trading Day; and conversion until the second (ii2nd) if Business Day after the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during last day of the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company or a third party with the express written agreement of the Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v5(g) will apply), and such Equity Interests are Capital Stock or equity 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 the Conversion Rate Price will be increased decreased based on the following formula: CP1 = CP0 × SP where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 CP1 = the Conversion Rate Price in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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, Price and Trading Day and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything The adjustment to the contrary in Conversion Price pursuant to this Section 5.05(A)(iii)(2), (i5(c)(ii) if any VWAP will be calculated as of the Close of Business on the last Trading Day of the Observation Spin-Off Valuation Period for a Note whose conversion but will be settled pursuant to Cash Settlement or Combination Settlement given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of determining such exercise until the Conversion Rate for such VWAP third Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist after the last day 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; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for and (ii) effect such Spin-Off, then, solely for purposes of determining 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 Consideration for such conversion, such Spin-Off Valuation Period will be deemed Price except pursuant 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 Dateimmediately following paragraph. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(25(c)(ii) is declared but not made or paid, the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Guarantor distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer Guarantor 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Exchange Rate will be increased based on the following formula: ER1 = ER0 X FMV + SP where: CR0 ER0 = the Conversion Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will to be settled pursuant to Cash Settlement or Combination Settlement Exchanged occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Exchange Rate for such VWAP Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversionExchange, 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 DateVWAP Trading Day. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Exchange Rate will be readjusted to the Conversion Exchange Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 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 5.05(A)(v) will apply)), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v5(e)(i)(5) will apply), and such Equity Interests 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 the Conversion Rate Strike Price will be increased adjusted based on the following formula: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6)): where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close Open of Business on the last Ex-Dividend Date for such Spin-Off; SP1 = the Strike Price 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 of in the Spin-Off Valuation Period for such Spin-Off(as defined below); CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day 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 Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; . The adjustment to the Strike Price and SP = the average number of Underlying Shares pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant to Cash Settlement or Combination Settlement 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 for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of determining such exercise until the Conversion Rate for such VWAP second (2nd) Business Day after the Last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(e)(i)(3)(B) is declared but not made or paid, each of the Conversion Rate Strike Price and the number of Underlying Shares will be readjusted to the Conversion Rate Strike Price and the number 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 With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or other distribution by the Issuer distributes Company to all or dividends substantially all holders of its Common Stock in shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit of the Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventCompany that will be, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Stockupon distribution, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Basic Warrant Exercise Rate will shall be increased based on the following formula: where: CR0 = the Conversion Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; = the Basic Warrant Exercise Rate in effect immediately before prior to the Close open of Business business on the last Trading Day Ex-Date of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Equity Interests Capital Stock or similar equity interest distributed in such Spin-Off over to holders of the ten (10) consecutive Common Stock applicable to one share of Common Stock on each day which is a Trading Day period for both the Common Stock and the Capital Stock or similar equity interest so distributed (the each, a “Spin-Off Valuation PeriodTrading Day”) beginning on, and including, comprised in the Ex- Dividend period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such average to be determined as if references to Common Stock in Ex-Date is not a Valuation Trading Day, commencing on the definitions of Last Reported Sale Priceimmediately following Valuation Trading Day) (such period, Trading Day and Market Disruption Event were instead references to such Equity Intereststhe “Valuation Period”); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP = the arithmetic average of the Last Reported Sale Prices of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. Notwithstanding anything Any adjustment to the contrary in Basic Warrant Exercise Rate under this Section 5.05(A)(iii)(2), clause (ic)(ii) if any VWAP Trading Day shall be made immediately after the close of business on the last day of the Observation Period Valuation Period, but shall become effective at the open of business on the Ex-Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(2clause (c) but such distribution is declared but not made or paidso made, the Conversion Basic Warrant Exercise Rate will shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Basic Warrant Exercise Rate that would then be in effect at such time had the no such adjustment 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 Section 4.04 where there has been payment of a dividend or other distribution on the Issuer distributes Class A Shares or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interestsinterest, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 that are, or, when issued, will apply; or (y) a tender offer or exchange offer for Common Stockbe, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Rate will shall be increased adjusted based on the following formula: where: , CR0 = the Conversion Rate in effect immediately before prior to the Close of Business on the last Trading Day end of the Spin-Off Valuation Period for such Spin-OffPeriod; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day end of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, 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 Equity Interests); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP FMV0 = the average of the Last Reported Sale Prices of the Common Capital Stock for each or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of 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 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 MP0 = the average of the Last Reported Sale Prices of the Issuer Class A Shares over the Valuation Period. Notwithstanding anything to Such adjustment shall occur at the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP close of business on the last Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-OffPeriod; provided, then, solely that for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversionin respect of any conversion during the Valuation Period, such Spin-Off Valuation Period will references within the previous paragraph to “ten” shall be deemed to consist replaced with such lesser number of the Trading Days occurring in the period as have elapsed from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 the Conversion Date. To the extent If any such dividend or distribution described in the preceding paragraph of the type set forth in this Section 5.05(A)(iii)(24.04(b) is declared but not made paid or paidmade, the new Conversion Rate will shall be readjusted to be the Conversion Rate that would then be in effect had the adjustment 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 Section 4.01(c) where there has been a payment of a dividend or other distribution by the Issuer distributes Company to all or dividends substantially all holders of its Common Stock in shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit of the Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventCompany that will be, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Stockupon distribution, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Warrant Exercise Rate will shall be increased based on the following formula: where: CR0 WER₁ = the Conversion Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; WER₀ = the Warrant Exercise Rate in effect immediately before prior to the Close open of Business business on the last Trading Day Ex-Date of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Equity Interests Capital Stock or similar equity interest distributed in such Spin-Off over to holders of the ten (10) consecutive Common Stock applicable to one share of Common Stock on each day which is a Trading Day period for both the Common Stock and the Capital Stock or similar equity interest so distributed (the each, a “Spin-Off Valuation PeriodTrading Day”) beginning on, and including, comprised in the Ex- Dividend period of 10 consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such average to be determined as if references to Common Stock in Ex-Date is not a Valuation Trading Day, commencing on the definitions of Last Reported Sale Priceimmediately following Valuation Trading Day) (such period, Trading Day and Market Disruption Event were instead references to such Equity Intereststhe “Valuation Period”); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP = the arithmetic average of the Last Reported Sale Prices of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. Notwithstanding anything Any adjustment to the contrary in Warrant Exercise Rate under this Section 5.05(A)(iii)(2), (i4.01(c)(ii) if any VWAP Trading Day shall be made immediately after the Close of Business on the last day of the Observation Period Valuation Period, but shall become effective at the open of business on the Ex-Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes subject to Section 4.02(b). If an adjustment to the Warrant Exercise Rate is made in respect 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(24.01(c) but such distribution is declared but not made or paidso made, the Conversion Warrant Exercise Rate will shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Warrant Exercise Rate that would then be in effect at such time had the no such adjustment been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v5(d)(i)(5) will apply), and such Equity Interests 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 the Conversion Rate Strike Price will be increased adjusted based on the following formula: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(d)(i)(7)): where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 SP1 = the Conversion Rate Strike Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; 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 Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 of the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(25(d)(i)(3)(B), (i) if any VWAP Trading Day of Warrant is Exercised and the Observation Period Exercise Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement such Exercise occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Exercise Consideration for such conversionExercise, 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 Exercise Date. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(d)(i)(3)(B) is declared but not made or paid, each of the Conversion Rate Strike Price and the number of Underlying Shares of each Warrant will be readjusted to the Conversion Rate Strike Price and the number 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CRo x SP Table of Contents where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 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 5.05(A)(v) will apply)), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP ​ SP where: CR0 = CR0=the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = CR1=the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = FMV=the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = SP=the average of the Last Reported Sale Prices per share of the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 5.08 will apply; or (y) a tender offer or exchange offer for Common StockShares, as to which Section 5.05(A)(v5.05(A)(vi) will apply), and such Equity Interests 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 the Conversion Rate Price will be increased reduced based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 CP1 = the Conversion Rate Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; 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 Equity Interests 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, the Ex- Dividend Ex-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 and Market Disruption Event were instead references to such Equity Interestsshares or equity interests); and (y) the number of shares or units of such Equity Interests equity interests distributed per share of Common Stock Share in such Spin-Off; and SP = (I) where the Spin-Off Valuation Period falls on or before the Trading Commencement Date, the Conversion Price, and (II) where the Spin-Off Valuation Period falls after the Trading Commencement Date, the average of the Last Reported Sale Prices of the Common Stock per Share for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(25.05(A)(iv)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(25.05(A)(iv)(2) is declared but not made or paid, the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Parent distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer Parent to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Partnership Unit Change Event as applied to the Common Stock Change Eventpursuant to Section 5(f)(ii), as to which Section 5.09 5(f) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v5(e)(i)(5) will apply), and such Equity Interests 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 Conversion Rate Strike Price and the Warrant Entitlement will be increased adjusted based on the following formulaformulas: where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 SP1 = the Conversion Rate Strike Price in effect immediately after the Close Open of Business on such Ex-Dividend Date; WE0 = the last 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 of 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 Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; . The adjustment to the Strike Price and SP = the average Warrant Entitlement pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant to Cash Settlement or Combination Settlement 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 for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of determining such exercise until the Conversion Rate for such VWAP second (2nd) Business Day after the Last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-OffPeriod; provided, thenhowever, 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 that in the period from, and includingcase such delayed settlement would be necessary, the Ex-Dividend Date for Holder may elect instead to forego such Spin-Off to, adjustment and including, the Company shall not be entitled to any such Conversion Datedelay. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(e)(i)(3)(B) is declared but not made or paid, each of the Conversion Rate Strike Price and the Warrant Entitlement will be readjusted to the Conversion Rate 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted readjusted, effective as of the date the Board of Directors determines not to make such dividend or distribution, to the Conversion Rate that would then be in effect had the adjustment 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: SP SPFMV CRCR + = 01 where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion Conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.such

Spin-Offs. If the Issuer distributes Company makes a distribution or dividends dividend of shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for Common StockOrdinary Shares, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 of the Common Stock per Ordinary Share for each Trading Day 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 for a Note whose conversion will to be settled pursuant to Cash Settlement or Combination Settlement converted occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of the Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything The adjustment to the contrary in Conversion Rate pursuant to this Section 5.05(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, (i) if with retroactive effect. If a Note is converted and any VWAP Trading Day of the applicable Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes of determining notwithstanding anything to the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of contrary in this Indenture or the Trading Days occurring in the period from, and includingNotes, the Ex-Dividend Date for Company will, if necessary, delay the settlement of such Spin- Off to, and including, such VWAP Trading Day; and conversion until the second (ii2nd) if Business Day after the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during last day of the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of the Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything The adjustment to the contrary in Conversion Rate pursuant to this Section 5.05(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 the Conversion Date (iin the case of Physical Settlement) if or any VWAP Trading Day of the applicable Observation Period for a Note whose conversion will be settled pursuant to (in the case of Cash Settlement or Combination Settlement Settlement) occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes of determining notwithstanding anything to the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of contrary in this Indenture or the Trading Days occurring in the period from, and includingNotes, the Ex-Dividend Date for Company will, if necessary, delay the settlement of such Spin- Off to, and including, such VWAP Trading Day; and conversion until the second (ii2nd) if Business Day after the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during last day of the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration Table of Contents 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. 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Class A Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Class A Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of the Class A Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted readjusted, effective as of the date the Board of Directors determines not to make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution 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 dividend or distribution to which this Section 5.05(A)(iii) is applicable also includes one or both of: (i) a dividend or distribution of shares of Class A Common Stock to which Section 5.05(A)(i) is applicable (the adjustment been made on “Clause A Distribution”); or (ii) a dividend or distribution of rights, options or warrants to which Section 5.05(A)(ii) is applicable (the basis of only the “Clause B Distribution”), then, in either case: (A) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 5.05(A)(iii) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 5.05(A)(iii) with respect to such Clause C Distribution shall then be made; and (B) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 5.05(A)(i) and Section 5.05(A)(ii) with respect thereto shall then be made, except that, if any, actually made determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or paidClause B Distribution shall be deemed not to be “outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date” within the meaning of Section 5.05(A)(i) or “outstanding immediately before the Open of Business on such Ex-Dividend Date” within the meaning of Section 5.05(A)(ii).

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV+SP SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Corporation distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer Corporation to all or substantially all holders of the Class A Common Stock (other than solely pursuant to (x) a Class A Common Stock Change Event, as to which Section 5.09 11(i) will apply; or , (y) a tender offer or exchange offer for shares of Class A Common Stock, as to which Section 5.05(A)(v11(f)(i)(2) will apply; or (z) rights, options or warrants, as to which Section 11(f)(i)(3) will apply), and such Equity Interests 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 National Securities Exchange (a “Spin-Off”), then the Conversion Rate Price will be increased decreased based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period Record Date for such Spin-Off; CR1 CP1 = the Conversion Rate Price in effect immediately after the Close of Business on such Record Date; SP = the last average of the Last Reported Sale Prices per share of Class A Common Stock for each Trading Day of 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 Equity Interests 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, the Ex- Dividend Date 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Class A Common Stock in such Spin-Off; and SP = . The adjustment to the average Conversion Price pursuant to this Section 11(f)(i)(4)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant given effect immediately after the Close of Business on the Record Date for the Spin-Off, with retroactive effect. If the Conversion Date for any share of Convertible Preferred Stock to Cash Settlement or Combination Settlement be converted occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Certificate of determining Designation, the Conversion Rate for Corporation will, if necessary, delay the settlement of such VWAP conversion until the second (2nd) Business Day after the last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(211(f)(i)(4)(B) is declared but not made or paid, the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 5.08 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(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. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will to be settled pursuant to Cash Settlement or Combination Settlement converted occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests are Capital Stock or equity 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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, Price and Trading Day and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will to be settled pursuant to Cash Settlement or Combination Settlement converted occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment 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 Issuer distributes Class A Shares or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interestsinterest, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 that are, or, when issued, will apply; or (y) a tender offer or exchange offer for Common Stockbe, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Rate will shall be increased adjusted based on the following formula: ​ where: , ​ CR0 = the Conversion Rate in effect immediately before prior to the Close of Business on the last Trading Day end of the Spin-Off Valuation Period for such Spin-OffPeriod; ​ CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day end of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, 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 Equity Interests); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP ​ FMV0 = the average of the Last Reported Sale Prices of the Common Capital Stock for each or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of 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 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 ​ MP0 = the average of the Last Reported Sale Prices of the Issuer Class A Shares over the Valuation Period. Notwithstanding anything to ​ Such adjustment shall occur at the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP close of business on the last Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-OffPeriod; provided, then, solely that for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversionin respect of any conversion during the Valuation Period, such Spin-Off Valuation Period will references within the previous paragraph to “ten” shall be deemed to consist replaced with such lesser number of the Trading Days occurring in the period as have elapsed from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 the Conversion Date. To the extent If any such dividend or distribution described in the preceding paragraph of the type set forth in this Section 5.05(A)(iii)(24.04(b) is declared but not made paid or paidmade, the new Conversion Rate will shall be readjusted to be the Conversion Rate that would then be in effect had the adjustment 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close Open of Business on the last Trading Day of the SpinEx-Off Valuation Period Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close Open of Business on the last Trading Day of the Spinsuch Ex-Off Valuation PeriodDividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything The adjustment to the contrary in Conversion Rate pursuant to this Section 5.05(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 the Conversion Date (iin the case of Physical Settlement) if or any VWAP Trading Day of the applicable Observation Period for a Note whose conversion will be settled pursuant to (in the case of Cash Settlement or Combination Settlement Settlement) occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes of determining notwithstanding anything to the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring contrary in the period from, and includingIndenture or the Notes, the Ex-Dividend Date for Company will, if necessary, delay the settlement of such Spin- Off to, and including, such VWAP Trading Day; and conversion until the second (ii2nd) if Business Day after the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during last day of the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 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 5.05(A)(v) will apply)), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Corporation distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 11(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v11(d)(i)(2) will apply), and such Equity Interests 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 the Conversion Rate Price will be increased decreased based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period Record Date for such Spin-Off; CR1 CP1 = the Conversion Rate Price in effect immediately after the Close of Business on such Record Date; SP = the last average of the Last Reported Sale Prices per share of Common Stock for each Trading Day of 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 Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = . The adjustment to the average Conversion Price pursuant to this Section 11(d)(i)(4)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant given effect immediately after the Close of Business on the Record Date for the Spin-Off, with retroactive effect. If the Optional Conversion Date for any share of Convertible Preferred Stock to Cash Settlement or Combination Settlement be converted occurs during the Spin-Off Valuation Period for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Certificate of determining Designation, the Conversion Rate for Corporation will, if necessary, delay the settlement of such VWAP conversion until the second (2nd) Business Day after the Last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(211(d)(i)(4)(B) is declared but not made or paid, the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v5(j) will apply), and such Equity Interests 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 the Conversion Rate Strike Price will be increased adjusted based on the following formula: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(f)(i)(4)): where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 SP1 = the Conversion Rate Strike Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; 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 Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 of the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(25(f)(i)(2), (i) if any VWAP Trading Day of Warrant is Exercised and the Observation Period Exercise Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement such Exercise occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Exercise Consideration for such conversionExercise, 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 Exercise Date. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(f)(i)(2) is declared but not made or paid, each of the Conversion Rate Strike Price and the number of Underlying Shares of each Warrant will be readjusted to the Conversion Rate Strike Price and the number 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula:  where: CR0 = CR0=the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 =  CR1=the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV =  FMV=the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP =  SP=the average of the Last Reported Sale Prices per share of the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.. 

Spin-Offs. If the Issuer Borrower distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 4(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v4(c)(i)(F) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(24(c)(i)(D), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(24(c)(i)(D) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which the provisions described in Section 5.05(A)(v) will apply),), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or similar equity interests distributed per share of Common Stock in such Spin-Off; provided that if there is no Last Reported Sale Price of the capital stock or similar equity interest distributed to holders of Common Stock on such Ex-Dividend Date, the “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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2)contrary, (i) if any VWAP Trading Day of the Observation Period Conversion Date for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 consideration due in respect 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; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV+SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a an Affiliate or Subsidiary or other business unit of the Issuer 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 5.09 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v5(e)(i)(5) will apply), and such Equity Interests 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 the Conversion Rate Strike Price will be increased adjusted based on the following formula: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6)): where: CR0 SP0 = the Conversion Rate Strike Price in effect immediately before the Close Open of Business on the last Ex-Dividend Date for such Spin-Off; SP1 = the Strike Price 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 of in the Spin-Off Valuation Period for such Spin-Off(as defined below); CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day 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 Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; . The adjustment to the Strike Price and SP = the average number of Underlying Shares pursuant to this Section 5(e)(i)(3)(B) will be calculated as of the Last Reported Sale Prices Close of Business on the Common Stock for each last Trading Day in of 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 for a Note whose conversion but will be settled pursuant to Cash Settlement or Combination Settlement 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 for such Spin-OffPeriod, then, solely for purposes notwithstanding anything to the contrary in this Warrant Agreement, the Company will, if necessary, delay the settlement of determining such exercise until the Conversion Rate for such VWAP second (2nd) Business Day after the Last Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DatePeriod. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(25(e)(i)(3)(B) is declared but not made or paid, each of the Conversion Rate Strike Price and the number of Underlying Shares will be readjusted to the Conversion Rate Strike Price and the number 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 Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 - 57 - (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: SP SPFMV CRCR + = 01 where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion Conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversionConversion, 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- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion Conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversionConversion, 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.be

Spin-Offs. If the Issuer Parent Entity spins-off or otherwise distributes on a pro rata basis some or dividends shares all of Equity Interests the equity securities of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer Parent Entity (the “Separated Entity”) 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 5.09 will apply; or (y) a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 in each such case the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate Values in effect immediately before prior to the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, the Ex- Dividend Ex-Date for such Spin-Off (such shall be decreased to an amount determined by multiplying each Conversion Value by a fraction, the numerator of which is the average to be determined as if references to Common Stock in of the definitions of Last Reported Sale Price, Prices of a share of Common Stock for each Trading Day in the Spin-Off Valuation Period and Market Disruption Event were instead references to the denominator of which is the sum of (i) the product of (x) the average of the Last Reported Sale Prices per share or unit of the equity securities distributed in such Equity Interests); Spin-Off over the Spin-Off Valuation Period and (y) the number of shares or units of such Equity Interests equity securities distributed per share of Common Stock in such Spin-Off; Off and SP = (ii) the average of the Last Reported Sale Prices of the a share of Common Stock for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(23(c), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement Conversion Date occurs during the Spin-Off Valuation Period for such any Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 such distribution of the type set forth in this Section 5.05(A)(iii)(23(c) is declared but not made or paid, the Conversion Rate Values will be readjusted to the Conversion Rate Values that would then be in effect had the adjustment been made only on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Guarantor distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for Common StockOrdinary Shares, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Exchange Rate will be increased based on the following formula: Table of Contents where: CR0 ER0 = the Conversion Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 of the Common Stock per Ordinary Share for each Trading Day 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 for a Note whose conversion Exchange will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Exchange Rate for such VWAP Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversionExchange, 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 VWAP Trading Day; and (ii) if the Exchange Date for a Note whose Exchange will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Exchange Rate will be readjusted to the Conversion Exchange Rate that would then be in effect had the adjustment 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 Issuer distributes Company to all or dividends substantially all holders of its Common Stock in shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit of the Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change EventCompany that will be, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Stockupon distribution, as to which Section 5.05(A)(v) will apply), and such 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 the Conversion Warrant Exercise Rate will shall be increased based on the following formula: where: CR0 WER1 = the Conversion Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; WER0 = the Warrant Exercise Rate in effect immediately before prior to the Close open of Business business on the last Trading Day Ex-Date of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Equity Interests Capital Stock or similar equity interest distributed in such Spin-Off over to holders of the ten (10) consecutive Common Stock applicable to one share of Common Stock on each day which is a Trading Day period for both the Common Stock and the Capital Stock or similar equity interest so distributed (the each, a “Spin-Off Valuation PeriodTrading Day”) beginning on, and including, comprised in the Ex- Dividend period of 10 consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such average to be determined as if references to Common Stock in Ex-Date is not a Valuation Trading Day, commencing on the definitions of Last Reported Sale Priceimmediately following Valuation Trading Day) (such period, Trading Day and Market Disruption Event were instead references to such Equity Intereststhe “Valuation Period”); and (y) the number of shares or units of such Equity Interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock for on each Valuation Trading Day comprised in the Spin-Off Valuation Period. Notwithstanding anything Any adjustment to the contrary in Warrant Exercise Rate under this Section 5.05(A)(iii)(2), clause (ic)(ii) if any VWAP Trading Day shall be made promptly after the Close of Business on the last day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period but shall become effective at the open of business on the Ex-Date for such the Spin-Off, then, solely for purposes subject to Section 4.02(b)(ii). If an adjustment to the Warrant Exercise Rate is made in respect 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth described in this Section 5.05(A)(iii)(2clause (c) but (and to the extent) such distribution is declared but not made or paidso made, the Conversion Warrant Exercise Rate will shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Warrant Exercise Rate that would then be in effect at such time had the adjustment (if any) been made on the basis of only the distribution (if any) actually made. For purposes of this clause (c) (and subject in all respects to clause (f)), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), 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 clause (c) (and no adjustment to the Warrant Exercise Rate under this this clause (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 adjustment (if any is required) to the Warrant Exercise Rate shall be made in accordance with this clause (c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Warrant Agreement, 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-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 Warrant Exercise Rate under this clause (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 Warrant Exercise Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Warrant Exercise Rate 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 Warrant Exercise Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of clause (a), clause (b) and this clause (c), if any dividend or distribution to which this clause (c) is applicable also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which clause (a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which clause (b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this clause (c) is applicable (the “Clause C Distribution”) and any Warrant Exercise Rate adjustment required by this clause (c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Warrant Exercise Rate adjustment required by clause (a) and clause (b) with respect thereto shall then be made, except that, if any, actually made determined by the Company (I) the “Ex-Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or paidClause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Date or effective date” within the meaning of clause (a) or “outstanding immediately prior to the open of business on such Ex-Date” within the meaning of clause (b).

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for Common StockOrdinary Shares, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 and Market Disruption Event were instead references to such Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 of the Common Stock per Ordinary Share for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 5.08 will apply; or (y) a tender offer or exchange offer for Common StockShares, as to which Section 5.05(A)(v5.05(A)(vi) will apply), and such Equity Interests 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 the Conversion Rate Price will be increased reduced based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 CP1 = the Conversion Rate Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- Dividend Ex-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 and Market Disruption Event were instead references to such Equity Interestsshares or equity interests); and (y) the number of shares or units of such Equity Interests equity interests distributed per share of Common Stock Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices of the Common Stock per Share for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(25.05(A)(iv)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(25.05(A)(iv)(2) is declared but not made or paid, the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v11(a)(v) will hereof shall apply), and such Equity Interests 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 the Conversion Rate will Exercise Price shall be increased adjusted based on the following formula: where: CR0 EP0 = the Conversion Rate Exercise Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period (as defined herein) for such Spin-Off; CR1 EP1 = the Conversion Rate Exercise Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day in the Spin-Off Valuation Period. For the avoidance of doubt, each adjustment to the Exercise Price made pursuant to this Section 11(a)(iii)(B) shall become effective at the time set forth in the definition of EP1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(211(a)(iii)(B), (i) if any VWAP Trading Day of the Observation Period for a Note Warrant whose conversion exercise will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate Exercise Price for such VWAP Trading Day 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 VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 DateVWAP Trading Day. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(211(a)(iii)(B) is declared but not made or paid, the Conversion Rate Exercise Price will be readjusted to the Conversion Rate Exercise Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid. For the purposes of Section 11(a)(i), Section 11(a)(ii), and Section 11(a)(iii) hereof, any dividend or distribution to which Section 11(a)(iii) hereof is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both) to which Section 11(a)(i) and/or Section 11(a)(ii) hereof is applicable, shall be deemed instead to be (C) a dividend or distribution of the indebtedness, assets or shares or other property to which Section 11(a)(iii) hereof applies (and any Exercise Price adjustment required by Section 11(a)(iii) hereof with respect to such dividend or distribution shall be made in respect of such dividend or distribution) immediately followed (D) by a dividend or distribution of the shares of Common Stock or such rights or warrants to which Section 11(a)(i) and/or Section 11(a)(ii) hereof, as applicable, applies (and any further Exercise Price adjustment required by Section 11(a)(i) and/or Section 11(a)(ii) hereof with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on the Record Date.”

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 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 5.05(A)(v) will apply)), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- such 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and #92925316v9 SP = the average of the Last Reported Sale Prices per share of the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Issuer Company distributes or dividends shares of Equity Interests Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Issuer 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 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests 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 the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Equity Interests 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, the Ex- 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 Equity InterestsCapital Stock or equity interests); and (y) the number of shares or units of such Equity Interests 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 the Common Stock for each Trading Day 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 for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, 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 Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period 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 set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.