Common use of Stock Preliminary Prospectus Supplement Clause in Contracts

Stock Preliminary Prospectus Supplement. This Minimum Conversion Rate is subject to certain anti-dilution adjustments as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to April 15, 2022, holders of the Mandatory Convertible Preferred Stock will have the option to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into Common Stock at the Fundamental Change Conversion Rate during the period (“Fundamental Change Conversion Period”) beginning on the effective date of such Fundamental Change and ending on, and including, the date that is 20 calendar days after the Effective Date of such Fundamental Change (or, if earlier, April 15, 2022). The Fundamental Change Conversion Rate will be determined based on the Effective Date of the Fundamental Change and the price paid or deemed paid per share of the Common Stock in such Fundamental Change. Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-Whole Amount,” in cash, shares of Common Stock or any combination thereof, equal to the present value (computed using a discount rate of 4.75% per annum) of all remaining dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding any Accumulated Dividend Amount) from and after the relevant Effective Date to, but excluding, April 15, 2022, as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Stock Preliminary Prospectus Supplement. This Minimum Conversion Rate is subject The Issuer intends to certain anti-dilution adjustments as described in use the net proceeds from the Common Stock Offering, the remaining net proceeds from the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at Offering and the Option Additional Financing, as well as cash on hand, to fund the cash portion of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior Acquisition Consideration and to April 15pay fees and expenses related to the Transactions. However, 2022, holders the closings of the Common Stock Offering and the Mandatory Convertible Preferred Stock will have Offering are not conditioned on each other or on the option to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share closing of the Mandatory Convertible Preferred Stock), into Common Stock at Auto Care Acquisition or the Fundamental Change Conversion Rate during the period (“Fundamental Change Conversion Period”) beginning on the effective date of such Fundamental Change and ending onAdditional Financing, and including, the date there can be no assurance that is 20 calendar days after the Effective Date of such Fundamental Change (or, if earlier, April 15, 2022). The Fundamental Change Conversion Rate will be determined based on the Effective Date of the Fundamental Change and the price paid or deemed paid per share of the Common Stock in such Fundamental Change. Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-Whole Amount,” in cash, shares of Common Stock or any combination thereof, equal to the present value (computed using a discount rate of 4.75% per annum) of all remaining dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding Offering, the Common Stock Offering, the Auto Care Acquisition or any Accumulated Dividend Amount) Additional Financing will be consummated on the terms described herein or at all. If for any reason the proposed Auto Care Acquisition has not closed at or prior to 5:00 p.m., New York City time, on July 31, 2019 or if certain acquisition termination events occur, then the Issuer expects to use the net proceeds from the Common Stock Offering and after the relevant Effective Date Mandatory Convertible Preferred Stock Offering, for general corporate purposes, which may include, in its sole discretion, exercising its option to redeem our Mandatory Convertible Preferred Stock for cash, debt repayment, capital expenditures, investments and repurchases of Common Stock at the discretion of the Issuer’s board of directors. Pending application of the net proceeds of this offering for the foregoing purposes, the Issuer expects to use the net proceeds from the Common Stock Offering and the Mandatory Convertible Preferred Stock to invest such net proceeds in various instruments which may include, but would not be limited to, but excludingshort- and intermediate-term, April 15interest-bearing obligations, 2022including bank deposits and certificates of deposit with financial institutions having investment-grade ratings, as described U.S. government obligations or money market funds primarily invested in securities issued by the U.S. government or its agencies. See “Use of Proceeds” in the Common Stock Preliminary Prospectus Supplement and the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Stock Preliminary Prospectus Supplement. This Minimum Conversion Rate is subject to certain anti-dilution adjustments as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change fundamental change occurs on or prior to April January 15, 20222021, holders of the Mandatory Convertible Preferred Stock will have the option right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Common Stock at the Fundamental Change Conversion Rate fundamental change conversion rate (as defined below) during the period (the “Fundamental Change Conversion Periodfundamental change conversion period”) beginning on the effective date of such Fundamental Change fundamental change (the “effective date”) and ending on, and including, on the date that is 20 calendar days after the Effective Date of such Fundamental Change effective date (or, if earlier, April January 15, 20222021). The Fundamental Change Conversion Rate fundamental change conversion rate will be determined based on the Effective Date effective date of the Fundamental Change fundamental change and the price (the “share price”) paid or deemed paid per share of the Common Stock in such Fundamental Changefundamental change (see table below). Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period fundamental change conversion period will also receive receive: (1) a “Fundamental Change Dividend Makefundamental change dividend make-Whole Amountwhole amount,” in cash, cash or in shares of Common Stock or any combination thereof, equal to the present value (computed using a discount rate of 4.756% per annum) of all remaining dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding any Accumulated Dividend Amountaccumulated dividend amount) from and after the relevant Effective Date such effective date to, but excluding, April January 15, 20222021; and (2) to the extent that the accumulated dividend amount exists as of the effective date, such accumulated dividend amount, in cash or in shares of Common Stock or any combination thereof, as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.