Common use of Spin-Offs Clause in Contracts

Spin-Offs. If the Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply), and such 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 Price will be decreased based on the following formula: CP1 = CP0 × SP where: CP0 = the Conversion Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 = the Conversion Price in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price pursuant to this Section 5(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii) is declared but not made or paid, the Conversion Price will be readjusted to the Conversion 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 With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or other distribution by the Company to all or a third party with the express written agreement substantially all holders of the Company distributes or dividends its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 5(g) will apply)upon distribution, and such 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 or regional securities exchange (a “Spin-Off”), then the Conversion Price will Basic Warrant Exercise Rate shall be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 = the Conversion Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; CP1 = the Conversion Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over (or, if such Ex-Date is not a Valuation Trading Day, commencing on the 10 consecutive immediately following Valuation Trading Day period Day) (such period, the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. The Any adjustment to the Conversion Price pursuant to Basic Warrant Exercise Rate under this Section 5(c)(iiclause (c)(ii) will shall be calculated as made immediately after the close of the Close of Business business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent Basic Warrant Exercise Rate is made in respect of any dividend or distribution of the type set forth described in this Section 5(c)(iiclause (c) but such distribution is declared but not made or paidso made, the Conversion Price will Basic Warrant Exercise Rate shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Price 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 clause (c) where there has been a payment of a dividend or other distribution by the Company to all or a third party with the express written agreement substantially all holders of the Company distributes or dividends its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 5(g) will apply)upon distribution, and such 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 or regional securities exchange (a “Spin-Off”), then the Conversion Price will Basic Warrant Exercise Rate shall be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 BWER1 = the Conversion Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; CP1 BWER0 = the Conversion Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over (or, if such Ex-Date is not a Valuation Trading Day, commencing on the 10 consecutive immediately following Valuation Trading Day period Day) (such period, the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. The Any adjustment to the Conversion Price pursuant to Basic Warrant Exercise Rate under this Section 5(c)(iiclause (c)(ii) will shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent Basic Warrant Exercise Rate is made in respect of any dividend or distribution of the type set forth described in this Section 5(c)(iiclause (c) but such distribution is declared but not made or paidso made, the Conversion Price will Basic Warrant Exercise Rate shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Price 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 Company Issuer Class A Shares or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change EventIssuer, as to which Section 5(g) that are, or, when issued, will apply)be, and such Capital Stock or equity interest is 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 Price will Rate shall be decreased adjusted based on the following formula: CP1 = CP0 × SP where: CP0 , CR0 = the Conversion Price Rate in effect immediately before prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average end of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP FMV0 = the average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of Common the Issuer Class A Shares (determined by reference to the definition of Last Reported Sale Price as if references therein to Issuer Class A Shares were to such Capital Stock for each or similar equity interest) over the first ten (10) consecutive Trading Day in period after, and including, the Ex-Dividend Date of the Spin-Off (such period, the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Issuer Class A Shares over the Valuation Period. The Such adjustment to shall occur at the Conversion Price pursuant to this Section 5(c)(ii) will be calculated as close of the Close of Business business on the last Trading Day of the Spin-Off Valuation Period but will Period; provided, that for purposes of determining the Conversion Rate in respect of any conversion during the Valuation Period, references within the previous paragraph to “ten” shall be given effect immediately after the Open deemed replaced with such lesser number of Business on Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the of such Spin-Off Valuation Periodto, then, notwithstanding anything to the contrary in this Noteand including, the Holder shall have the option (i) to delay the settlement of Conversion Date. If any such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution described in the preceding paragraph of the type set forth in this Section 5(c)(ii4.04(b) is declared but not made paid or paidmade, the new Conversion Price will Rate shall be readjusted to be the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interest is 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 Strike Price will be decreased adjusted based on the following formula: CP1 = CP0 × SP formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6)): where: CP0 SP0 = the Conversion Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 SP1 = the Conversion 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 in the Spin-Off Valuation Period (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price Price,” “Trading Day” and Trading Day “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Strike Price and the number of Underlying Shares pursuant to this Section 5(c)(ii5(e)(i)(3)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note any Warrant is exercised and the Conversion Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteWarrant Agreement, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise until the third Trading second (2nd) Business Day after the last day Last Trading Day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth described in this Section 5(c)(ii5(e)(i)(3)(B) is declared but not made or paid, each of the Conversion Strike Price and the number of Underlying Shares will be readjusted to the Conversion 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 4.3 will apply), and such 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 exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system (a “Spin-Off”), then the Conversion Exercise Price will be decreased based on the following formula: CP1 = CP0 × SP where: CP0 EP0 = the Conversion Exercise Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 EP1 = the Conversion Exercise Price in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests)Date; and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Exercise Price pursuant to this Section 5(c)(ii) 4.5 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 this Note Warrant is exercised and the Conversion Exercise Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteWarrant, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise until the third second (2nd) Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii) is declared but not made or paid, the Conversion Price will be readjusted to the Conversion 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 paidPeriod.

Spin-Offs. If the Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and any VWAP Trading Day of the Conversion Date applicable Observation Period occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 (b) where there has been a payment of a dividend or other distribution by the Company to all or a third party with the express written agreement substantially all holders of the Company distributes or dividends its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 5(g) will apply)upon distribution, and such 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 or regional securities exchange (a “Spin-Off”), then the Conversion Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × (FMV + SP) / SP where: WS0 = the number of Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; WS1= the number of Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Market Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately following, and including, the Ex-Date for such Spin-Off (such period, the “Valuation Period”); and SP = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in the Valuation Period. the Implied Per Share Exercise Price will in effect immediately prior to the open of business for the Ex-Date for the Spin-Off shall be decreased based on the following formula: CP1 X1 = CP0 X0 × SP WS0 / WS1 where: CP0 X0 = the Conversion Implied Per Share Exercise Price in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; CP1 X1 = the Conversion Implied Per Share Exercise Price in effect immediately after the Open open of Business business on such the Ex-Dividend Date; FMV = the product of (x) the average Date of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP WS0 = the average Warrant Shares Per Warrant in effect immediately prior to the open of business on the Last Reported Sale Prices per share Ex-Date of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to Off; WS1 = the Conversion Price pursuant to this Section 5(c)(ii) will be calculated as adjusted Warrant Shares Per Warrant in effect immediately after the open of the Close of Business business on the last Trading Day Ex-Date of the Spin-Off as determined pursuant to this clause (b)(ii). Any adjustment to the Implied Per Share Exercise Price and number of Warrant Shares Per Warrant under this clause (b)(ii) shall be made immediately after the close of business on the last day of the Valuation Period Period, but will shall be given effect immediately after as of the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Implied Per Share Exercise Price except pursuant to and the immediately following paragraph. To the extent Warrant Shares Per Warrant is made in respect of any dividend or distribution of the type set forth described in this Section 5(c)(iiclause (b) but such distribution is declared but not made or paidso made, the Conversion Implied Per Share Exercise Price will and Warrant Shares Per Warrant shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Implied Per Share Exercise Price and Warrant Shares Per Warrant that would then be in effect 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 Company or a third party with the express written agreement of the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply), and such 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 or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per per-share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Notethe Indenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.08 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period for a Note is exercised and the Conversion Date to be converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Note, the Holder shall have the option (i) to delay the settlement of Conversion Rate for such exercise until the third VWAP Trading Day after the last day of the for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and (ii) effect including, the Ex-Dividend Date for such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphSpin-Off to, and including, such VWAP Trading Day. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05.(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05.(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company Corporation distributes or dividends shares of Capital Stock capital stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Corporation to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g8(b) of the Certificate of Designations will apply), and such Capital Stock capital stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a Canadian or U.S. national securities exchange (a “Spin-Off”), then the Conversion Price will be decreased based on the following formula: CP1 = CP0 × SP where: CP0 = the Conversion Price in effect immediately before prior to the Open Close of Business on the Ex-Dividend Date for such last Trading Day of the Spin-OffOff Valuation Period; CP1 = the Conversion Price in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock capital stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock capital stock or equity interests); and (y) the number of shares or units of such Capital Stock capital stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price pursuant to this Section 5(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii2(c)(ii) of this Exhibit B is declared but not made or paid, the Conversion Price will be readjusted to the Conversion 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock Share Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 CR0 × FMV + SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 × CR0 x FMV + SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The For the avoidance of doubt, each adjustment to the Conversion Price Rate made pursuant to this Section 5(c)(iithe preceding sentence will become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary, (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 × SP CR0 x FMV+SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The For the avoidance of doubt, each adjustment to the Conversion Price Rate made pursuant to this Section 5(c)(ii5.05(A)(iii)(2) will be calculated as become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the Close of Business on the last contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect for such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company to all or a third party with the express written agreement substantially all holders of the Company distributes or dividends its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 5(g) will apply)upon distribution, and such 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 or regional securities exchange (a “Spin-Off”), then the Conversion Price will Basic Warrant Exercise Rate shall be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 BWER1 = the Conversion Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; CP1 BWER0 = the Conversion Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over (or, if such Ex-Date is not a Valuation Trading Day, commencing on the 10 consecutive immediately following Valuation Trading Day period Day) (such period, the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. The Any adjustment to the Conversion Price pursuant to Basic Warrant Exercise Rate under this Section 5(c)(ii) will clause (c)(ii)shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent Basic Warrant Exercise Rate is made in respect of any dividend or distribution of the type set forth described in this Section 5(c)(ii) clause (c)but such distribution is declared but not made or paidso made, the Conversion Price will Basic Warrant Exercise Rate shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Price 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 clause ‎(c) where there has been a payment of a dividend or other distribution by the Company to all or a third party with the express written agreement substantially all holders of the Company distributes or dividends its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 5(g) will apply)upon distribution, and such 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 or regional securities exchange (a “Spin-Off”), then the Conversion Price will Basic Warrant Exercise Rate shall be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 BWER1 = the Conversion Price Basic Warrant Exercise Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; CP1 BWER0 = the Conversion Price Basic Warrant Exercise Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over (or, if such Ex-Date is not a Valuation Trading Day, commencing on the 10 consecutive immediately following Valuation Trading Day period Day) (such period, the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. The Any adjustment to the Conversion Price pursuant to Basic Warrant Exercise Rate under this Section 5(c)(ii) will clause (c)(ii)shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If this Note is exercised and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent Basic Warrant Exercise Rate is made in respect of any dividend or distribution of the type set forth described in this Section 5(c)(ii) clause (c)but such distribution is declared but not made or paidso made, the Conversion Price will Basic Warrant Exercise Rate shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Price 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 the Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply)Stock, and such 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The Table of Contents For the avoidance of doubt, an adjustment to the Conversion Price pursuant to this Section 5(c)(ii5.05(A)(iii)(2) will be calculated become effective as set forth in the definition of CR1 above. Notwithstanding anything to the Close of Business on the last contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration due for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company Issuer Class A Shares or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change EventIssuer, as to which Section 5(g) that are, or, when issued, will apply)be, and such Capital Stock or equity interest is 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 Price will Rate shall be decreased adjusted based on the following formula: CP1 = CP0 × SP ​ where: CP0 , ​ CR0 = the Conversion Price Rate in effect immediately before prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; CP1 ​ CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average end of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP ​ FMV0 = the average of the Last Reported Sale Prices per of the Capital Stock or similar equity interest distributed to holders of the Issuer Class A Shares applicable to one share of Common the Issuer Class A Shares (determined by reference to the definition of Last Reported Sale Price as if references therein to Issuer Class A Shares were to such Capital Stock for each or similar equity interest) over the first ten (10) consecutive Trading Day in period after, and including, the Ex-Dividend Date of the Spin-Off (such period, the “Valuation Period”); and ​ MP0 = the average of the Last Reported Sale Prices of the Issuer Class A Shares over the Valuation Period. The ​ Such adjustment to shall occur at the Conversion Price pursuant to this Section 5(c)(ii) will be calculated as close of the Close of Business business on the last Trading Day of the Spin-Off Valuation Period but will Period; provided, that for purposes of determining the Conversion Rate in respect of any conversion during the Valuation Period, references within the previous paragraph to “ten” shall be given effect immediately after the Open deemed replaced with such lesser number of Business on Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date occurs during the of such Spin-Off Valuation Periodto, then, notwithstanding anything to the contrary in this Noteand including, the Holder shall have the option (i) to delay the settlement of Conversion Date. If any such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraph. To the extent any dividend or distribution described in the preceding paragraph of the type set forth in this Section 5(c)(ii4.04(b) is declared but not made paid or paidmade, the new Conversion Price will Rate shall be readjusted to be the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 FMV + SP SP CR1 = CP0 × SP CR0 X where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock Share Change Event, as to which Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 × CR0 x FMV + SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to for a Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply)Stock, and such 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading (3rd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company Corporation distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Affiliate or Subsidiary or other business unit of the Company Corporation to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g11(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 11(d)(i)(2) will apply), and such Capital Stock or equity interest is 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 Price will be decreased based on the following formula: CP1 = CP0 × SP where: CP0 = the Conversion Price in effect immediately before the Open Close of Business on the Ex-Dividend Record Date for such Spin-Off; CP1 = the Conversion Price in effect immediately after the Open Close of Business on such Ex-Dividend Record Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price Price,” “Trading Day” and Trading Day “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price pursuant to this Section 5(c)(ii11(d)(i)(4)(B) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open Close of Business on the Ex-Dividend Record Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Optional Conversion Date for any share of Convertible Preferred Stock to be converted occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteCertificate of Designation, the Holder shall have the option (i) to Corporation will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day Last Trading Day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth described in this Section 5(c)(ii11(d)(i)(4)(B) is declared but not made or paid, the Conversion Price will be readjusted to the Conversion 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price will be decreased based on the following formula: CP1 = CP0 × SP  where: CP0 = CR0=the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 =  CR1=the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV =  FMV=the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP =  SP=the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment  Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect for such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company Borrower distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Borrower to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g4(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 4(c)(i)(F) will apply), and such Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off4(c)(i)(D), with retroactive effect. If this Note is exercised and the if a Conversion Date occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this NoteConversion Consideration for such conversion, the Holder shall have the option (i) to delay the settlement of such exercise until the third Trading Day after the last day of the Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and (ii) effect including, the Ex-Dividend Date for such conversion using the unadjusted Spin-Off to, and including, such Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphDate. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii4(c)(i)(D) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company makes a distribution or a third party with the express written agreement dividend of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock (x) an Ordinary Share Change Event, as to which Section 5(g5.09 will apply; or (y) a tender offer or exchange offer for Ordinary Shares, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 CR0 × FMV + SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Price pursuant to contrary in this Section 5(c)(ii) will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), if any VWAP Trading Day of the Spin-Off Valuation Observation Period but will for a Note to be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date converted occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything to solely for purposes of determining the contrary in this Note, the Holder shall have the option (i) to delay the settlement of Conversion Rate for such exercise until the third VWAP Trading Day after the last day of the for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and (ii) effect including, the Ex-Dividend Date for such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphSpin-Off to, and including, such VWAP Trading Day. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply), and such 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 or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 5(g) 5.09 will apply), and such Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 = CP0 × SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests, as applicable); and (y) the number of shares or units units, as applicable, of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading (3rd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 5(g) 5.09 will apply), and such 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 or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 CR0 × FMV + SP SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock Ordinary Shares in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Spin- Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading second (2nd) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g5.09 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 Capital Stock or equity interest is 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 CR0 × FMV + SP SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The For the avoidance of doubt, each adjustment to the Conversion Price Rate made pursuant to this Section 5(c)(ii5.05(A)(iii)(2) will be calculated as become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the Close of Business on the last contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Note is exercised and the Conversion Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Notethe period from, and including, the Holder shall have Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the option (i) Conversion Date for a Note whose conversion will be settled pursuant to delay the settlement of such exercise until the third Trading Day after the last day of Physical Settlement occurs during the Spin-Off Valuation Period and (ii) effect for such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to Spin-Off, then, solely for purposes of determining the Conversion Price except pursuant Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the immediately following paragraphTrading 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(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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 Company or a third party with the express written agreement of the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 5(g) 5.09 will apply), and such 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 Price Rate will be decreased increased based on the following formula: CP1 CR1 = CP0 × SP CR0 x FMV+SP where: CP0 CR0 = the Conversion Price Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CP1 CR1 = the Conversion Price Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the 10 ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Conversion Price Rate pursuant to this Section 5(c)(ii5.05(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 this a Note is exercised converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this NoteIndenture or the Notes, the Holder shall have the option (i) to Company will, if necessary, delay the settlement of such exercise conversion until the third Trading (3rd) (or, if the T+2 Effective Date has occurred by the last day of the Spin-Off Valuation Period, the second (2nd)) Business Day after the last day of the Spin-Off Valuation Period and (ii) effect such conversion using the unadjusted Conversion Price. In no event will any adjustment pursuant to this Section 5(c)(ii) result in an upward adjustment to the Conversion Price except pursuant to the immediately following paragraphPeriod. To the extent any dividend or distribution of the type set forth in this Section 5(c)(ii5.05(A)(iii)(2) is declared but not made or paid, the Conversion Price Rate will be readjusted to the Conversion Price 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.