PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of April 19, 2021 between NiSource Inc. and U.S. Bank National Association as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary

Exhibit 4.1

PURCHASE CONTRACT AND PLEDGE AGREEMENT

Dated as of April 19, 2021

between

NiSource Inc.

and

U.S. Bank National Association

as Purchase Contract Agent,

Collateral Agent, Custodial Agent and Securities Intermediary

TABLE OF CONTENTS



		Page

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.	Definitions		1

Section 1.02.	Compliance Certificates and Opinions		20

Section 1.03.	Form of Documents Delivered to Purchase Contract Agent or Collateral Agent		21

Section 1.04.	Acts of Holders; Record Dates		21

Section 1.05.	Notices		23

Section 1.06.	Notice to Holders; Waiver		25

Section 1.07.	Effect of Headings and Table of Contents		25

Section 1.08.	Successors and Assigns		25

Section 1.09.	Separability Clause		25

Section 1.10.	Benefits of Agreement		25

Section 1.11.	Governing Law; Jurisdiction; Waiver of Trial by Jury		26

Section 1.12.	Legal Holidays		26

Section 1.13.	Counterparts		27

Section 1.14.	Inspection of Agreement		27

Section 1.15.	Appointment of Financial Institution as Agent for the Company		27

Section 1.16.	No Waiver		28

ARTICLE 2

CERTIFICATE FORMS

Section 2.01.	Forms of Certificates Generally		28

Section 2.02.	Form of Purchase Contract Agent’s Certificate of Authentication		28

ARTICLE 3

THE UNITS

Section 3.01.	Amount; Form and Denominations		28

Section 3.02.	Rights and Obligations Evidenced by the Certificates		29

Section 3.03.	Execution, Authentication; Delivery and Dating		30

Section 3.04.	Temporary Certificates		30

Section 3.05.	Registration; Registration of Transfer and Exchange		31

Section 3.06.	Book-entry Interests		33

Section 3.07.	Appointment of Successor Depositary		34

Section 3.08.	Definitive Certificates		34

Section 3.09.	Mutilated, Destroyed, Lost and Stolen Certificates		34

Section 3.10.	Persons Deemed Owners		36



Section 3.11.	Cancellation	37

Section 3.12.	Creation of Treasury Units by Substitution of Treasury Security	37

Section 3.13.	Creation of Cash Settled Units by Substitution of Cash	40

Section 3.14.	Recreation of Corporate Units from Treasury Units	42

Section 3.15.	Recreation of Corporate Units from Cash Settled Units	43

Section 3.16.	Transfer of Collateral Upon Occurrence of Termination Event	45

Section 3.17.	No Consent to Assumption	48

Section 3.18.	Substitutions	48

ARTICLE 4

THE MANDATORY CONVERTIBLE PREFERRED STOCK

Section 4.01.	Payments; Rights to Payments Preserved	48

Section 4.02.	Payments Prior to or on Purchase Contract Settlement Date	50

Section 4.03.	Notice and Voting	51

Section 4.04.	Payments to Purchase Contract Agent	53

Section 4.05.	Payments Held In Trust	53

ARTICLE 5

THE PURCHASE CONTRACTS

Section 5.01.	Purchase of Shares of Common Stock	53

Section 5.02.	Remarketing; Notices; Separate Shares of Mandatory Convertible Preferred Stock; Registration; Payment of Purchase Price	55

Section 5.03.	Issuance of Shares of Common Stock	67

Section 5.04.	Fundamental Change Early Settlement	68

Section 5.05.	Termination Event; Notice	72

Section 5.06.	Early Settlement	73

Section 5.07.	No Fractional Shares	76

Section 5.08.	Charges and Taxes	77

Section 5.09.	Contract Adjustment Payments	77

Section 5.10.	Deferral of Contract Adjustment Payments	79

Section 5.11.	Anti-dilution Adjustments	82

Section 5.12.	Reorganization Events	89

ARTICLE 6

RIGHTS AND REMEDIES OF HOLDERS

Section 6.01.	Unconditional Right of Holders to Receive Contract Adjustment Payments and to Purchase Shares of Common Stock	91

Section 6.02.	Restoration of Rights and Remedies	91

Section 6.03.	Rights and Remedies Cumulative	91

Section 6.04.	Delay or Omission Not Waiver	91

Section 6.05.	Undertaking for Costs	91



Section 6.06.	Waiver of Stay or Extension Laws	92

ARTICLE 7

THE PURCHASE CONTRACT AGENT

Section 7.01.	Certain Duties and Responsibilities	92

Section 7.02.	Notice of Default	94

Section 7.03.	Certain Rights of Purchase Contract Agent	94

Section 7.04.	Not Responsible for Recitals or Issuance of Units	97

Section 7.05.	May Hold Units	97

Section 7.06.	Money Held in Custody	98

Section 7.07.	Compensation and Reimbursement	98

Section 7.08.	Corporate Purchase Contract Agent Required; Eligibility	100

Section 7.09.	Resignation and Removal; Appointment of Successor	100

Section 7.10.	Acceptance of Appointment by Successor	101

Section 7.11.	Merger, Conversion, Consolidation or Succession to Business	102

Section 7.12.	Preservation of Information; Communications to Holders	102

Section 7.13.	No Obligations of Purchase Contract Agent	102

Section 7.14.	Tax Compliance	102

Section 7.15.	Acknowledgement of Appointment	103

ARTICLE 8

SUPPLEMENTAL AGREEMENTS

Section 8.01.	Supplemental Agreements Without Consent of Holders	103

Section 8.02.	Supplemental Agreements with Consent of Holders	104

Section 8.03.	Execution of Supplemental Agreements	105

Section 8.04.	Effect of Supplemental Agreements	105

Section 8.05.	Reference to Supplemental Agreements	106

ARTICLE 9

CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR DISPOSITION

Section 9.01.	Covenant Not To Consolidate, Merge, Sell, Convey, Transfer or Dispose Property except under Certain Conditions	106

Section 9.02.	Rights and Duties of Successor Corporation	106

Section 9.03.	Officer’s Certificate and Opinion of Counsel Given to Purchase Contract Agent	107

ARTICLE 10

COVENANTS

Section 10.01.	Performance under Purchase Contracts	107

Section 10.02.	Maintenance of Office or Agency	107

Section 10.03.	Company to Reserve Common Stock	108

iii



Section 10.04.	Covenants as to Common Stock; Listing	108

Section 10.05.	ERISA	108

Section 10.06.	Tax Treatment	109

Section 10.07.	Withholding	109

Section 10.08.	Remarketing Agreement	109

Section 10.09.	Statements of Officers of the Company as to Default	110

ARTICLE 11

PLEDGE

Section 11.01.	Pledge	110

Section 11.02.	Termination	110

ARTICLE 12

ADMINISTRATION OF COLLATERAL

Section 12.01.	Initial Deposit of Mandatory Convertible Preferred Stock	111

Section 12.02.	Establishment of Collateral Account	111

Section 12.03.	Treatment as Financial Assets	111

Section 12.04.	Sole Control by Collateral Agent	111

Section 12.05.	Jurisdiction	112

Section 12.06.	No Other Claims	113

Section 12.07.	Investment and Release	113

Section 12.08.	Treasury Securities	114

Section 12.09.	Statements and Confirmations	114

Section 12.10.	Reserved	114

Section 12.11.	No Other Agreements	114

Section 12.12.	Powers Coupled with an Interest	114

Section 12.13.	Waiver of Lien Waiver of Set-off	114

ARTICLE 13

RIGHTS AND REMEDIES OF THE COLLATERAL AGENT

Section 13.01.	Rights and Remedies of the Collateral Agent	115

ARTICLE 14

REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS

Section 14.01.	Representations And Warranties	116

Section 14.02.	Covenants	117



ARTICLE 15

THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY

Section 15.01.	Appointment, Powers and Immunities	117

Section 15.02.	Instructions of the Company	119

Section 15.03.	Reliance by Collateral Agent, Custodial Agent and Securities Intermediary	119

Section 15.04.	Certain Rights	120

Section 15.05.	Merger, Conversion, Consolidation or Succession to Business	121

Section 15.06.	Rights in Other Capacities	121

Section 15.07.	Non-reliance on the Collateral Agent, Custodial Agent and Securities

	Intermediary	121

Section 15.08.	Compensation And Indemnity	122

Section 15.09.	Failure to Act	122

Section 15.10.	Resignation of Collateral Agent, the Custodial Agent and the Securities

	Intermediary	123

Section 15.11.	Right to Appoint Agent or Advisor	124

Section 15.12.	Survival	124

Section 15.13.	Exculpation	124

Section 15.14.	Expenses, Etc.	125

ARTICLE 16

MISCELLANEOUS

Section 16.01.	Company to Furnish Purchase Contract Agent Names and Addresses of

	Holders	125

Section 16.02.	Preservation of Information; Communications to Holders	125

Section 16.03.	Defaults, Waiver	126

Section 16.04.	Purchase Contract Agent’s Knowledge of Defaults	126

Section 16.05.	Security Interest Absolute	126

Section 16.06.	Notice of Termination Event	126

Section 16.07.	U.S.A. Patriot Act	127



Exhibit A —		Form of Corporate Units Certificate

Exhibit B —		Form of Treasury Units Certificate

Exhibit C —		Form of Cash Settled Units Certificate

Exhibit D —		Instruction to Purchase Contract Agent from Holder (To Create Treasury Units or Corporate Units)

Exhibit E —		Instruction to Purchase Contract Agent from Holder (To Create Cash Settled Units)

Exhibit F —		Notice from Purchase Contract Agent to Holders upon Termination Event



Exhibit G —		Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units)

Exhibit H —		Instruction from Collateral Agent to Securities Intermediary (Creation of Treasury Units)

Exhibit I —		Instruction from Purchase Contract Agent to Collateral Agent (Creation of Cash Settled Units)

Exhibit J —		Instruction from Collateral Agent to Securities Intermediary (Creation of Cash Settled Units)

Exhibit K —		Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units)

Exhibit L —		Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units)

Exhibit M —		Instruction from Holder of Separate Shares of Mandatory Convertible Preferred Stock to Custodial Agent Regarding Remarketing

Exhibit N —		Instruction from Holder of Separate Shares of Mandatory Convertible Preferred Stock to Custodial Agent Regarding Withdrawal from Remarketing

Exhibit O —		Notification from Purchase Contract Agent to Collateral Agent Regarding [Fundamental Change Early Settlement][Early Settlement]

Exhibit P —		Notice to Settle with Cash After Unsuccessful Final Remarketing

Exhibit Q —		Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash)

Exhibit R —		Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash)

PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of April 19, 2021 between NiSource Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, not individually, but acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), as paying agent and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

RECITALS

WHEREAS, the Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Units;

WHEREAS, all things necessary to make the Purchase Contracts, when the Certificates are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent, as provided in this Agreement, the valid obligations of the Company and the Holders, and to constitute these presents a valid agreement of the Company, in accordance with its terms, have been done; and

WHEREAS, pursuant to the terms of this Agreement and the Purchase Contracts, the Holders of the Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders as the attorney-in-fact of such Holders and to grant the Pledge provided herein of the Collateral to secure the Obligations.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article 1 have the meanings assigned to them in this Article 1 and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States;

(c) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

(d) the following terms, which are defined in the UCC, shall have the meanings set forth therein: “certificated security,” “control,” “financial asset,” “entitlement order,” “securities account” and “security entitlement”; and

(e) the following terms have the meanings given to them in this Section 1.01(e):

“Account Agreement” has the meaning set forth in Section 12.05.

“Act” has the meaning, with respect to any Holder, set forth in Section 1.04(a).

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Applicable AML Law” has the meaning set forth in Section 16.07.

“Applicable Market Value” means the average of the Daily VWAPs of the Common Stock during the Market Value Averaging Period, subject to Section 5.12; provided that if 40 Trading Days for the Common Stock have not occurred during the period from, and including, the first day of the Market Value Averaging Period to, and including, the second Scheduled Trading Day immediately preceding the Purchase Contract Settlement Date, all remaining Trading Days in the Market Value Averaging Period shall be deemed to occur on such second Scheduled Trading Day, and the Daily VWAP for each of those remaining Trading Days shall be the Daily VWAP on such second Scheduled Trading Day or, if such day is not a Trading Day, the Closing Price of the Common Stock as of such day.

“Applicable Ownership Interest in Mandatory Convertible Preferred Stock” means a 1/10, or 10%, undivided beneficial ownership interest in one share of Mandatory Convertible Preferred Stock that is a component of a Corporate Unit.

“Applicable Ownership Interest in the Treasury Portfolio” means, with respect to a Corporate Unit and the Treasury Portfolio, a 1/10, or 10%, undivided beneficial ownership interest in $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Treasury Portfolio that matures on or prior to the Purchase Contract Settlement Date.

“Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests in any Global Certificate, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer or exchange.

“Applicable Remarketing Period” means any of (i) any Optional Remarketing Period specified by the Company pursuant to Section 5.02(a)(i) or (ii) the Final Remarketing Period, as the context requires.

“Applicants” has the meaning set forth in Section 7.12(b).

“Authorized Officer” means the Company’s Chief Executive Officer, its President or one of its Vice Presidents or its Treasurer or one of its Assistant Treasurers, or any other officer or agent of the Company duly authorized by the Board of Directors to act in respect of this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary).

“Blackout Period” means the period (i) if the Company has elected to conduct an Optional Remarketing, from 4:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Optional Remarketing Period to and including the Remarketing Settlement Date of such Optional Remarketing Period or the date the Company announces that no Successful Optional Remarketing has occurred during such Optional Remarketing Period, (ii) following any Successful Remarketing (unless a condition precedent set forth in the Remarketing Agreement is not fulfilled prior to the scheduled Remarketing Settlement Date for such Remarketing), (iii) the period from 4:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Remarketing Period until the open of business on the Business Day immediately succeeding the last day of the Final Remarketing Period and (iv) the period from and after 4:00 p.m., New York City time, on the second Business Day immediately prior to the Purchase Contract Settlement Date.

“Board of Directors” means the board of directors of the Company or a duly authorized committee of that board.

“Board Resolution” means one or more resolutions of the Board of Directors, a copy of which has been certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Purchase Contract Agent.

“Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.06.

“Business Day” means any day other than a Saturday or a Sunday or any other day on which banking institutions and trust companies in New York City, New York are authorized or required by law or executive order to remain closed.

“Cash” or “cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“Cash Settled Unit” means, following the substitution of Cash for Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock as Collateral to secure a Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Cash Settled Units Certificate in respect of such Cash, subject to the Pledge thereof, and the related Purchase Contract.

“Cash Settled Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Cash Settled Units specified on such certificate.

“Certificate” means a Corporate Units Certificate, a Treasury Units Certificate or a Cash Settled Units Certificate, as the case may be.

“Certificate of Designations” means the certificate of designations, dated as of April 19, 2021, amending the Company’s Amended and Restated Certificate of Incorporation creating the Mandatory Convertible Preferred Stock.

“close of business” means 5:00 p.m., New York City time.

“Closing Price” per share of Common Stock means, on any date of determination, the closing sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or similar organization. If the Common Stock is not so quoted, the “Closing Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means the collective reference to:

(i) the Collateral Account and all investment property and other financial assets and Cash from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and security entitlements relating thereto (and the Mandatory Convertible Preferred Stock and security entitlements relating thereto delivered to the Collateral Agent in respect of such Applicable Ownership Interests in Mandatory Convertible Preferred Stock), (B) the Applicable Ownership Interests in the Treasury Portfolio of the Holders with respect to the Treasury Portfolio that is a component of the Corporate Units from time to time and security entitlements relating thereto, (C) any Treasury Securities and security entitlements relating thereto Transferred to the Collateral Agent, for the credit of the Collateral Account, from time to time in connection with the creation of Treasury Units in accordance with Section 3.12(a) hereof and (D) any Cash Transferred to the Collateral Agent, for the credit of the Collateral Account, from time to time in connection with the creation of Cash Settled Units in accordance with Section 3.13(a) hereof or pursuant to Section 5.02(b)(vi) (not including, for the avoidance of doubt, the excess proceeds to be remitted to Holders as described therein);

(ii) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor); and

(iii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

“Collateral Account” means the non-interest bearing securities account or any related deposit account of U.S. Bank National Association, as Collateral Agent, maintained on the books of the Securities Intermediary and designated “NiSource, Inc. Collateral Account”, and any successor securities account of the Collateral Agent or a successor Collateral Agent.

“Collateral Agent” means the Person named as “Collateral Agent” in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a successor Collateral Agent shall have become such pursuant to this Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent hereunder.

“collateral event of default” has the meaning set forth in Section 13.01(b).

“Collateral Substitution” means (i) with respect to the Corporate Units, the substitution of each 10 Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock included in such Corporate Units with (x) with respect to Treasury Units, a Treasury Security for each 10 Corporate Units for which Collateral Substitution is being effected, or (y) with respect to Cash Settled Units, Cash in an aggregate amount equal to $1,000, for each 10 Corporate Units for which Collateral Substitution is being effected, (ii) with respect to the Treasury Units, the substitution of each Treasury Security included in such Treasury Units with a share of Mandatory Convertible Preferred Stock for each 10 Treasury Units for which Collateral Substitution is being effected, or (iii) with respect to the Cash Settled Units, the substitution of each $1,000 of Cash included in such Cash Settled Units with a share of Mandatory Convertible Preferred Stock for each 10 Cash Settled Units for which Collateral Substitution is being effected.

“Common Stock” means the common stock, $0.01 par value, of the Company.

“Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Company” shall mean such successor.

“Compounded Contract Adjustment Payments” has the meaning set forth in Section 5.10(a).

“Constituent Person” means, in respect of any Reorganization Event, a Person with which the Company is consolidated or into which the Company is merged or which merged into the Company or to which the relevant sale or transfer was made, as the case may be, in connection with such Reorganization Event.

“Contract Adjustment Payment Date” means March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2021.

“Contract Adjustment Payments” means the payments payable by the Company on the Contract Adjustment Payment Dates in respect of each Purchase Contract, at a rate per year of 7.75% of the Stated Amount per Purchase Contract.

“Corporate Trust Office” means the office of the Purchase Contract Agent at CityPlace I, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000, Attention: Global Corporate Trust, and such office shall also include the office or agency of the Purchase Contract Agent located at 000 Xxxxxxxx Xxxxxx, Xx. Xxxx, XX 00000, Attention: Global Corporate Trust, or such other address as the Purchase Contract Agent may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Purchase Contract Agent as designated by written notice to the Holders and the Company (or such other address as such successor Purchase Contract Agent may designate from time to time by notice to the Holders and the Company), which office must be located in the continental United States of America.

“Corporate Unit” means the collective rights and obligations of a Holder of a Corporate Units Certificate in respect of the Applicable Ownership Interest in Mandatory Convertible Preferred Stock or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject in each case to the Pledge thereof, and the related Purchase Contract.

“Corporate Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Corporate Units specified on such certificate.

“Custodial Agent” means the Person named as Custodial Agent in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent hereunder.

“Daily VWAP” means, in respect of the Common Stock, on any Trading Day, the per share volume weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NI <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on such Trading Day until the scheduled close of trading on such Trading Day (or if such VWAP is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company).

“Depositary” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depositary for the Units as contemplated by Section 3.06 and Section 3.07.

“Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book entry transfers and pledges of securities deposited with the Depositary.

“Dividend Payment Date” has the meaning set forth in the Certificate of Designations.

“DTC” means The Depository Trust Company.

“Early Settlement” has the meaning set forth in Section 5.06(a).

“Early Settlement Amount” has the meaning set forth in Section 5.06(b).

“Early Settlement Averaging Period” with respect to any Early Settlement means the 40 consecutive Trading Day period beginning on, and including, the Trading Day immediately following the relevant Early Settlement Date; provided that if 40 Trading Days for the Common Stock have not occurred during the period from, and including, the first day of the Early Settlement Averaging Period to, and including, the second Scheduled Trading Day immediately preceding the Purchase Contract Settlement Date, all remaining Trading Days in the Early Settlement Averaging Period shall be deemed to occur on such second Scheduled Trading Day, and the Daily VWAP for each of those remaining Trading Days shall be the Daily VWAP on such second Scheduled Trading Day or, if such day is not a Trading Day, the Closing Price of the Common Stock as of such day.

“Early Settlement Date” has the meaning set forth in Section 5.06(b).

“Effective Date” has the meaning specified in Section 5.04(b); provided that, for purposes of Section 5.11, “effective date” means the first date on which the shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Ex-Dividend Date” when used with respect to any issuance or distribution on the Common Stock or any other security, means the first date on which the Common Stock or such other security, as applicable, trades, regular way, on the principal U.S. securities exchange or market on which the Common Stock or such other security, as applicable, is listed or traded at that time, without the right to receive the issuance or distribution in question, from the issuer of such security or, if applicable, from the seller of Common Stock or such security, as the case may be, on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Exchange Property” has the meaning set forth in Section 5.12.

“Exchange Property Unit” means, in respect of any Reorganization Event, the kind and amount of Exchange Property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable settlement date) per share of Common Stock by a holder of Common Stock that is not a Constituent Person, or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by the Constituent Person and/or the Affiliates of the Constituent Person, on the one hand, and non-Affiliates of a Constituent Person, on the other hand.

“Executed Documentation” has the meaning set forth in Section 1.05.

“Expiration Date” has the meaning set forth in Section 1.04(e).

“Extension Period” has the meaning set forth in Section 5.10(a).

“Final Remarketing” means any Remarketing of the Mandatory Convertible Preferred Stock that occurs during the Final Remarketing Period by the Remarketing Agent(s) pursuant to the Remarketing Agreement.

“Final Remarketing Date” means the date that the shares of the Mandatory Convertible Preferred Stock offered in a Final Remarketing are priced by the Remarketing Agent(s).

“Final Remarketing Period” means the five Business Day period beginning on, and including, the thirteenth Business Day, and ending on, and including, the ninth Business Day immediately preceding the Purchase Contract Settlement Date.

“Five-Day Average Price” means the average of the Daily VWAPs per share of Common Stock over the five consecutive Trading Day period ending on the second Trading Day immediately preceding the applicable Contract Adjustment Payment Date or other date in respect of which Contract Adjustment Payments are being paid.

“Fundamental Change” means the occurrence after the Units are originally issued of any of the following:

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of Common Stock representing more than 50% of the voting power of Common Stock;

(ii) (A) the Company is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Company, or any other similar transaction or series of related transactions (other than a merger, consolidation or similar transaction that does not result in the conversion or exchange of outstanding shares of Common Stock), in each case, in which 90% or more of the outstanding shares of Common Stock are exchanged for or converted into cash, securities or other property, greater than 10% of the value of which consists of cash, securities or other property that is not (or will not be upon or immediately following the effectiveness of such consolidation, merger or other transaction) common stock listed on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or (B) the consummation of any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s consolidated assets to any Person other than one of the Company’s Subsidiaries;

(iii) the Common Stock ceases to be listed on at least one of the New York Stock Exchange, the Nasdaq Global Select Market and the Nasdaq Global Market (or any of their respective successors); or

(iv) the Company’s shareholders approve the Company’s liquidation, dissolution or termination.

“Fundamental Change Early Settlement” has the meaning set forth in Section 5.04(a).

“Fundamental Change Early Settlement Date” has the meaning set forth in Section 5.04(a)(i).

“Fundamental Change Early Settlement Right” has the meaning set forth in Section 5.04(a).

“Global Certificate” means a Certificate that evidences all or part of the Units and is registered in the name of the Depositary or a nominee thereof.

“Global Preferred Share” has the meaning set forth in the Certificate of Designations.

“Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5, 2006, 17 U.S.T. 401, 46 I.L.M. 649.

“Holder” means, with respect to a Unit, the Person in whose name the Unit evidenced by a Certificate is registered in the Security Register; provided, however, that solely for the purpose of determining whether the Holders of the requisite number of Units have voted on any matter (and not for any other purpose hereunder), if the Unit remains in the form of one or more Global Certificates and if the Depositary that is the registered holder of such Global Certificate has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Units are credited on the record date, the term “Holder” shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

“Increased Balance” has the meaning set forth in Section 12.07(b).

“Increased Dividend Rate” means, in connection with a Remarketing, the Dividend Rate (as such term is defined in the Certificate of Designations) per annum rounded to the nearest one thousandth (0.001) of one percent applicable to the Mandatory Convertible Preferred Stock if such Remarketing is a Successful Remarketing if and as determined by the Company pursuant to the terms of this Agreement and the relevant Remarketing Agreement.

“Increased Minimum Conversion Rate” means, in connection with a Remarketing, a number of shares of Common Stock per share of the Mandatory Convertible Preferred Stock equal to $1,000 divided by 117.5% of the Closing Price on the pricing date of such Remarketing (rounded to the nearest ten-thousandth of a share) applicable to the Mandatory Convertible Preferred Stock if such Remarketing is a Successful Remarketing if and as determined by the Company pursuant to the terms of this Agreement and the relevant Remarketing Agreement.

“Increased Rates” means, collectively, in connection with a Remarketing, the Increased Minimum Conversion Rate, if any, and the Increased Dividend Rate, if any, in each case, applicable to such Remarketing.

“Indebtedness” means indebtedness of any kind of the Company unless the instrument under which such indebtedness is incurred expressly provides that it is on a parity in right of payment with or subordinate in right of payment to the Contract Adjustment Payments.

“Indemnitees” has the meaning set forth in Section 7.07(b).

“Initial Price” has the meaning set forth in the Certificate of Designations.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Company by an Authorized Officer and delivered to the Purchase Contract Agent.

“Losses” has the meaning set forth in Section 15.08(b).

“Make-Whole Shares” has the meaning set forth in Section 5.04(a).

“Mandatory Convertible Preferred Stock” means the series of preferred stock of the Company designated as “Series C Mandatory Convertible Preferred Stock,” par value $0.01 per share, with a liquidation preference of $1,000 per share created pursuant to the Certificate of Designations.

“Market Disruption Event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Market Value Averaging Period” means the 40 consecutive Trading Day period beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Purchase Contract Settlement Date.

“Maximum Conversion Rate” has the meaning set forth in the Certificate of Designations.

“Maximum Settlement Rate” has the meaning set forth in Section 5.01(a)(i).

“Minimum Conversion Rate” has the meaning set forth in the Certificate of Designations.

“Minimum Stock Price” has the meaning set forth in Section 5.04(b).

“Notice of a Final Remarketing” has the meaning set forth in Section 5.02(b)(ii).

“NYSE” means The New York Stock Exchange and its successors.

“Obligations” means, with respect to each Holder, all obligations and liabilities of such Holder under such Holder’s Purchase Contract and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Holder, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees, expenses and disbursements of counsel to the Company or the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, or the Securities Intermediary that are required to be paid by the Holder pursuant to the terms of any of the foregoing agreements).

“Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to the Purchase Contract Agent, the Collateral Agent, the Custodial Agent or the Securities Intermediary, as applicable. Any Officer’s Certificate delivered with respect to compliance with a condition or covenant provided for in this Agreement shall include the information set forth in the second paragraph of Section 1.02 hereof.

“open of business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company (and who may be an employee of the Company). An opinion of counsel may rely on certificates as to matters of fact.

“Optional Remarketing” means any Remarketing of the Mandatory Convertible Preferred Stock that occurs during the Optional Remarketing Window by the Remarketing Agent(s) pursuant to the Remarketing Agreement.

“Optional Remarketing Date” means the date that the shares of the Mandatory Convertible Preferred Stock offered in an Optional Remarketing are priced by the Remarketing Agent(s).

“Optional Remarketing Period” has the meaning specified in Section 5.02(a)(i).

“Optional Remarketing Settlement Date” means the third Business Day following the Optional Remarketing Date, or such other date after the third Business Day following the Optional Remarketing Date as the Company and the Remarketing Agent agree to.

“Optional Remarketing Window” means the period from and including September 1, 2023 and ending on and including November 3, 2023.

“Outstanding” means, as of any date of determination, all Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

(i) all Units, if a Termination Event has occurred;

(ii) Units evidenced by Certificates theretofore cancelled by the Purchase Contract Agent or delivered to the Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

(iii) Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Purchase Contract Agent proof satisfactory to it that such Certificate is held by a protected purchaser in whose hands the Units evidenced by such Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite number of the Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Units, except that, in determining whether the Purchase Contract Agent shall be authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Units that a Responsible Officer of the Purchase Contract Agent actually knows to be so owned shall be so disregarded. Units so owned that have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee’s right so to act with respect to such Units and that the pledgee is not the Company or any Affiliate of the Company.

“Permitted Investments” means any one of the following, but, except for clause (4) below, in any case each investment shall not exceed 5% of the total debt outstanding of any single issuer:

(1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

(2) deposits, demand deposits or certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit and having a rating at the time of deposit at least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”) and at least equal to “P-1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) (and which may include the institution acting as the Collateral Agent);

(3) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by S&P or at least equal to “P-1” by Moody’s; and

(4) investments in money market funds (including, but not limited to, money market funds managed by the institution acting as the Collateral Agent or an affiliate of the institution acting as the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

Obligations issued by the Purchase Contract Agent or any of its affiliates shall qualify as Permitted Investments if they otherwise fall under the categories described above. Notwithstanding the foregoing, Permitted Investments shall be limited to those instruments readily obtainable and routinely offered by the Purchase Contract Agent’s Global Corporate Trust.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, national association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Plan” means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

“Pledge” means the lien and security interest in the Collateral created by this Agreement.

“Pledge Indemnitees” has the meaning set forth in Section 15.08(b).

“Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock” means the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Pledged Applicable Ownership Interests in the Treasury Portfolio” means the U.S. Treasury securities described in the definition of Applicable Ownership Interests in the Treasury Portfolio and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Pledged Cash” means the Cash credited to the Collateral Account and not then released from the Pledge.

“Pledged Convertible Preferred Share” has the meaning set forth in Section 12.07(b).

“Pledged Treasury Securities” means Treasury Securities and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge and any Proceeds thereon.

“Predecessor Corporate Units Certificate” of any particular Corporate Units Certificate means every previous Corporate Units Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Corporate Units evidenced thereby; and, for the purposes of this definition, any Corporate Units Certificate authenticated and delivered under Section 3.09 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Units Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Corporate Units Certificate.

“Predecessor Treasury Units Certificate” of any particular Treasury Units Certificate means every previous Treasury Units Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Treasury Units evidenced thereby; and, for the purposes of this definition, any Treasury Units Certificate authenticated and delivered under Section 3.09 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury Units Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Treasury Units Certificate.

“Primary Treasury Dealer” means a primary U.S. government securities dealer.

“Pro Rata Portion” of each Treasury Unit on any date means a fraction, expressed as a percentage rounded to the nearest one-thousandth of a percent, the numerator of which is one and the denominator of which is the total number of Outstanding Treasury Units on such date.

“Proceeds” has the meaning ascribed thereto in the UCC and includes, without limitation, all interest, dividends, Cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, any Remarketing), exchange, collection, maturity or disposition of any financial assets from time to time credited to the Collateral Account.

“Prospectus” means the prospectus relating to the delivery of shares or any securities in connection with an Early Settlement pursuant to Section 5.06(a) or a Fundamental Change Early Settlement of Purchase Contracts pursuant to Section 5.04, in the form in which first filed, or transmitted for filing, with the Securities and Exchange Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus.

“Purchase Contract” means, with respect to any Unit, the contract forming a part of such Unit and obligating the Company to (i) sell to the Holder, and the Holder of such Unit to purchase from the Company, shares of Common Stock and (ii) pay the Holder thereof Contract Adjustment Payments, subject to the Company’s right to defer Contract Adjustment Payments pursuant to Section 5.10, in each case on the terms and subject to the conditions set forth in Article 5 hereof.

“Purchase Contract Agent” means the Person named as the “Purchase Contract Agent” in the first paragraph of this Agreement, acting in its capacity as such hereunder, until a successor Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Purchase Contract Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement. For the avoidance of doubt, the Purchase Contract Agent shall also serve as the paying agent and Security Registrar as required hereunder.

“Purchase Contract Settlement Date” means December 1, 2023.

“Purchase Price” has the meaning set forth in Section 5.01(a).

“Quotation Agent” means any Primary Treasury Dealer selected by the Company.

“Record Date” for any distribution and any Contract Adjustment Payment payable on any Contract Adjustment Payment Date means the fifteenth day of the calendar month immediately preceding the calendar month in which the relevant Contract Adjustment Payment Date falls (whether or not a Business Day) or if the Units are held in global book-entry form, the “Record Date” means the Business Day immediately preceding the applicable Contract Adjustment Payment Date; provided that for purposes of Section 5.11, “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

“Reduced Balance” has the meaning set forth in Section 12.07(b).

“Reference Dividend” has the meaning set forth in Section 5.11(d).

“Reference Price” means $24.51, subject to adjustment as provided herein.

“Registration Statement” means (i) in respect of any Early Settlement or Fundamental Change Early Settlement, a registration statement under the Securities Act prepared by the Company covering, inter alia, the delivery by the Company of any securities in connection with an Early Settlement on the Early Settlement Date under Section 5.06 or a Fundamental Change Early Settlement on the Fundamental Change Early Settlement Date under Section 5.04(a), and (ii) in respect of any Contract Adjustment Payment made in shares of Common Stock (in whole or in part), a registration statement under the Securities Act prepared by the Company covering, inter alia, the issuance of or resales of shares of Common Stock issued as a Contract Adjustment Payment pursuant to Section 5.09(e)(i), in each case, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

“Released Share” has the meaning set forth in Section 12.07(b).

“Remarketing” means any remarketing of the Mandatory Convertible Preferred Stock pursuant to the Remarketing Agreement.

“Remarketing Agent(s)” has the meaning set forth in the Certificate of Designations.

“Remarketing Agreement” means a Remarketing Agreement to be entered into between the Company and one or more Remarketing Agents setting forth the terms of a Remarketing.

“Remarketing Date” means the date the Mandatory Convertible Preferred Stock offered in an Optional Remarketing Period or the Final Remarketing Period are priced by the Company and the Remarketing Agent(s).

“Remarketing Failure” means the occurrence of an Unsuccessful Final Remarketing.

“Remarketing Fee” means, in the event of a Successful Remarketing, a remarketing fee, if any, paid by the Company to the Remarketing Agent(s) to be agreed upon in writing by the Company and the Remarketing Agent(s) prior to any Remarketing pursuant to the Remarketing Agreement.

“Remarketing Price” means (i) in the case of an Optional Remarketing, the sum of (x) 100% of the Treasury Portfolio Purchase Price and (y) the Separate Shares Purchase Price (if any) and (ii) in the case of the Final Remarketing, $1,000 multiplied by the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock and Separate Shares of Mandatory Convertible Preferred Stock to be remarketed as determined by the Remarketing Agent.

“Remarketing Price Per Share” means, for each share of Mandatory Convertible Preferred Stock, an amount in Cash equal to the quotient of the Treasury Portfolio Purchase Price divided by the number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are held as components of Corporate Units and remarketed in an Optional Remarketing.

“Remarketing Settlement Date” means (i) in the case of a Successful Optional Remarketing occurring during an Optional Remarketing Period, the Optional Remarketing Settlement Date for such Successful Optional Remarketing and (ii) in the case of the Final Remarketing, the third Business Day following the Final Remarketing Date, or such other date after the third Business Day following the Final Remarketing Date as the Company and the Remarketing Agent(s) agree to, but in no event later than the Purchase Contract Settlement Date.

“Reorganization Event” has the meaning specified in Section 5.12

“Responsible Officer” means, when used with respect to the Purchase Contract Agent, any officer of the Purchase Contract Agent including any managing director, director, vice president, assistant vice president, assistant secretary, associate or any other officer or assistant officer of the Purchase Contract Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, with responsibility for the administration of this Agreement located at the Corporate Trust Office of the Purchase Contract Agent, who shall have direct responsibility for the administration of this Agreement,

and for the purposes of Section 7.01(b)(ii) and the proviso of Section 7.02 shall also include any other officer of the Purchase Contract Agent to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject. The same definition applies equally to any Responsible Officer of the Collateral Agent, Custodial Agent and Securities Intermediary.

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Securities Intermediary” means the Person named as Securities Intermediary in the first paragraph of this Agreement, acting in such capacity hereunder, until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such successor or any subsequent successor.

“Security Register” and “Security Registrar” have the respective meanings set forth in Section 3.05.

“Separate Account” has the meaning specified in Section 5.02(a)(v).

“Separate Shares of Mandatory Convertible Preferred Stock” means shares of Mandatory Convertible Preferred Stock that have been released from the Pledge pursuant to the terms hereof and therefore no longer underlie Corporate Units.

“Separate Shares Purchase Price” means, for the shares of Mandatory Convertible Preferred Stock remarketed in any Optional Remarketing, the amount in Cash equal to the product of (i) the Remarketing Price Per Share and (ii) the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock remarketed in such Optional Remarketing.

“Settlement Rate” has the meaning set forth in Section 5.01(a).

“Solicitation Agent” has the meaning set forth in Section 4.03(e).

“Spin-Off” has the meaning specified in Section 5.11(c)(2).

“Stated Amount” means $100.

“Stock Price” has the meaning specified in Section 5.04(b).

“Subjected Share” has the meaning set forth in Section 12.07(b).

“Subsidiary” means a corporation, partnership, limited liability company or other entity more than 50% of the outstanding voting equity of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more

Subsidiaries. For the purposes of this definition, “voting equity” means stock or other ownership interests having ordinary voting power for the election of directors or other managers of a corporation, partnership, limited liability company or other entity, whether at all times or only so long as no senior class of stock or other ownership interests has such voting power by reason of any contingency.

“Successful Final Remarketing” has the meaning set forth in Section 5.02(b)(v).

“Successful Optional Remarketing” has the meaning set forth in Section 5.02(a)(iv).

“Successful Remarketing” means, as applicable, a Successful Optional Remarketing or a Successful Final Remarketing.

“Termination Date” means the date, if any, on which a Termination Event occurs.

“Termination Event” means that at any time on or prior to the Purchase Contract Settlement Date:

(i) the Company institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof and if such proceeding, judgment, petition or order shall have been entered more than 60 days prior to the Purchase Contract Settlement Date, such proceeding, judgment, petition or order shall have continued undischarged and unstayed for a period of 60 days; or

(ii) the Company seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets.

“Threshold Appreciation Price” has the meaning set forth in the Certificate of Designations.

“TRADES” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the TRADES Regulations.

“TRADES Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein defined.

“Trading Day” means (a) a day (i) on which the NYSE, or, if the Common Stock is not then listed on the NYSE, the principal exchange or quotation system on which the Common Stock is listed or admitted for trading, is scheduled to open for business and (ii) on which there has not occurred or does not exist a Market Disruption Event, or (b) if the Common Stock is not so listed or admitted for trading, a “Trading Day” means a Business Day.

“Transaction Documents” means this Agreement, the Remarketing Agreement, the Units, the Mandatory Convertible Preferred Stock and the Certificate of Designations, in each case as amended or supplemented from time to time.

“Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, indorsed to the transferee or in blank by an effective endorsement; (ii) in the case of Treasury Securities, registration of the transferee as the owner of such Treasury Securities on TRADES; and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Treasury Securities, a securities intermediary indicating by book-entry that such security entitlement has been credited to the transferee’s securities account.

“Transfer Agent” means Computershare Trust Company, N.A. as registrar and transfer agent for the Mandatory Convertible Preferred Stock, or any successor thereto as described in the Certificate of Designations.

“Treasury Portfolio” means U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to the Purchase Contract Settlement Date in an aggregate amount at maturity equal to $1,000 multiplied by the number of shares of Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock included in the Corporate Units on the Optional Remarketing Date; provided that if on the Optional Remarketing Date the U.S. Treasury securities (or principal or interest strips thereof) that are to be included in the Treasury Portfolio in connection with a Successful Optional Remarketing have a yield that is less than zero, the Treasury Portfolio shall consist of an amount in Cash equal to the aggregate principal amount at maturity of the U.S. Treasury securities described above, in which case references herein to “U.S. Treasury securities (or principal and interest strips thereof)” in connection with the Treasury Portfolio shall, thereafter, be deemed to be references to such amount of Cash.

“Treasury Portfolio Purchase Price” means the lowest aggregate ask-side price quoted by a primary U.S. government securities dealer to the Quotation Agent between 9:00 a.m. and 4:00 p.m., New York City time, on the Optional Remarketing Date for the purchase of the Treasury Portfolio for settlement on the Optional Remarketing Settlement Date; provided that if the Treasury Portfolio consists of Cash, “Treasury Portfolio Purchase Price” means the amount thereof.

“Treasury Security” means a zero-coupon U.S. Treasury security with a principal amount of $1,000 that matures on or prior to the Purchase Contract Settlement Date (e.g., CUSIP No. 0000000X0).

“Treasury Unit” means, following the substitution of a Treasury Security for Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock as Collateral to secure a Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Treasury Units Certificate in respect of a 1/10 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge thereof, and the related Purchase Contract.

“Treasury Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Treasury Units specified on such certificate.

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

“Underwriters” means the underwriters identified in Schedule I to the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated April 13, 2021, among the Company and Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC as representatives of the Underwriters, relating to the sale of Corporate Units.

“Unit” means a Corporate Unit, a Cash Settled Unit or a Treasury Unit, as the case may be.

“Unsuccessful Final Remarketing” has the meaning set forth in Section 5.02(b)(viii).

“Unsuccessful Optional Remarketing” has the meaning set forth in Section 5.02(a)(v).

“Unsuccessful Remarketing” means, as applicable, an Unsuccessful Optional Remarketing or an Unsuccessful Final Remarketing.

“U.S. Bank” has the meaning set forth in Section 7.15.

“Valuation Period” has the meaning set forth in Section 5.11(c)(2).

“Value” means, with respect to any item of Collateral on any date, as to (1) Cash, the amount thereof, (2) Treasury Securities, the aggregate principal amount thereof at maturity, (3) Applicable Ownership Interests in the Treasury Portfolio, the appropriate aggregate percentage of the aggregate principal amount at maturity of the Treasury Portfolio and (4) Applicable Ownership Interests in Mandatory Convertible Preferred Stock, $1,000 multiplied by the aggregate number of the underlying shares of Mandatory Convertible Preferred Stock.

Section 1.02. Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Purchase Contract Agent or Collateral Agent. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.01) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Purchase Contract Agent deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit shall bind every future Holder of the same Unit and the Holder of every Certificate evidencing such Unit issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Purchase Contract Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.

(e) The Company may set any date as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Corporate Units, the Outstanding Treasury Units and the Outstanding Cash Settled Units, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Corporate Units, the Treasury Units or the Cash Settled Units, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken prior to or on the applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date. Nothing contained in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Purchase Contract Agent in writing and to each Holder in the manner set forth in Section 1.06.

With respect to any record date set pursuant to this Section 1.04(e), the Company may designate any date as the “Expiration Date” and from time to time may change the Expiration Date to any later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder in the manner set forth in Section 1.06, prior to or on the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.04, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Section 1.05. Notices. All notices, requests, consents, directions, instructions and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier, facsimile, electronically (and in the case of the Purchase Contract Agent, upon the Purchase Contract Agent’s confirmation of receipt in writing or by telephone) or personally delivered or, in the case of a mailed notice, mailed by first class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, and with respect to the Purchase Contract Agent, upon receipt, in each case given or addressed as aforesaid.

Each of the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (solely for purposes of this paragraph, the “Agents”) shall have the right, but shall not be required, to conclusively rely upon and comply with notices, instructions, directions or other communications sent by e-mail (in PDF format), facsimile and other similar unsecured electronic methods by persons reasonably believed by such entity to be authorized to give instructions and directions on behalf of the Company; provided, however, that (a) the party providing such written instructions or directions, subsequent to such transmission, shall provide the originally executed instructions or directions to the Agent in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized officer (in the case of an instruction or direction from the Company) or an authorized representative of the party providing such instructions or directions (in all other cases). If the party elects to give the Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Agent in its discretion elects to act upon such instructions or directions, the Agent’s understanding of such instructions or directions, vis a vis such party, shall be deemed controlling. The Agent shall not be liable, vis a vis such party, for any losses, costs or expenses arising directly or indirectly from the Agent’s reliance upon and compliance with such instructions or directions notwithstanding whether such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or the subsequent written instruction or direction is never received. Each of the Agents shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and each such Agent shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Company agrees to assume all risks arising out of the use of such electronic methods to submit notices, instructions, directions or other communications to the Agents, including without limitation the risk of any such entity acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Company shall use all reasonable efforts to ensure that any such notices, instructions, directions or other communications transmitted to the Agents pursuant to this Agreement are complete and correct. Any such notices, instructions, directions or other communications shall be conclusively deemed to be valid instructions from the Company to the Agents, as the case may be, for the purposes of this Agreement.

The Purchase Contract Agent shall send to the Company in accordance with this Section, and to the Transfer Agent at the following address, a copy of any notices in the form of Exhibits D, E, F, G, I or K it sends or receives:

Computershare Trust Company, N.A.

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any Units registered in the name of the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Agreement and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Agreement or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary acts on any Executed Documentation sent by electronic transmission, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 1.06. Notice to Holders; Waiver. Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

Notwithstanding the foregoing or any other provision of this Agreement to the contrary, whenever notice is required to be given with respect to a Unit represented by a Global Certificate, such notice shall be sufficiently given if given to the Depositary for such Global Certificate (or its designee) pursuant to customary procedures of such Depositary.

Section 1.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.08. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, and the Holders from time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.

Section 1.09. Separability Clause. In case any provision in this Agreement or in the Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 1.10. Benefits of Agreement. Nothing contained in this Agreement or in the Units, express or implied, shall give to any Person, other than (x) the parties hereto and their successors hereunder, (y) to the extent provided hereby, the Holders, and (z) to the extent set forth in Section 3.06, the Beneficial Owners, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 1.11. Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT.

Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, New York City, New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Units or the Purchase Contracts brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 1.12. Legal Holidays. In any case where any Contract Adjustment Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Contract Adjustment Payments, deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), and other distributions shall not be paid on such date, but Contract Adjustment Payments, deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and such other distributions shall be paid on the next succeeding Business Day, with the same force and effect as if made on such scheduled Contract Adjustment Payment Date; provided that no interest or other amount shall accrue or be payable by the Company or to any Holder in respect of any such delay.

In any case where the Purchase Contract Settlement Date or any Early Settlement Date or Fundamental Change Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Purchase Contracts shall not be performed and Early Settlement or Fundamental Change Early Settlement shall not be effected on such date, but Purchase Contracts shall be performed or Early Settlement or Fundamental Change Early Settlement shall be effected, as applicable, on the next succeeding Business Day with the same force and effect as if made on such Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as applicable.

Section 1.13. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

The exchange of copies of this Agreement and of signature pages by facsimile, electronically or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile, electronically or PDF shall be deemed to be their original signatures for all purposes. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to this Agreement or in connection with any other Transaction Document must be in writing (provided that any communication sent to U.S. Bank National Association as Purchase Contract Agent, Collateral Agent, Custodial Agent, and Securities Intermediary hereunder must be in the form of a document that is signed by hand, by facsimile, or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to the Purchase Contract Agent by the authorized representative), in English). The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to U.S. Bank National Association as Purchase Contract Agent, Collateral Agent, Custodial Agent, and Securities Intermediary hereunder or under any other Transaction Document, including, without limitation, the risk of it acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 1.14. Inspection of Agreement. Upon reasonable prior written notice and subject to the terms hereof, a copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

Section 1.15. Appointment of Financial Institution as Agent for the Company. The Company may appoint a financial institution (which may be the Collateral Agent, provided that it shall have accepted such appointment) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof. Any such appointment shall not relieve the Company in any way from its obligations hereunder.

Section 1.16. No Waiver. No failure on the part of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

ARTICLE 2

CERTIFICATE FORMS

Section 2.01. Forms of Certificates Generally. The Certificates (including the form of Purchase Contract forming part of each Unit evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto (in the case of Corporate Units Certificates), Exhibit B hereto (in the case of Treasury Units Certificates) or Exhibit C hereto (in the case of Cash Settled Units Certificates), with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Units are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

The definitive Certificates shall be produced in any manner as determined by the officers of the Company executing the Units evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend substantially in the form set forth in Exhibit A, Exhibit B and Exhibit C for a Global Certificate.

Section 2.02. Form of Purchase Contract Agent’s Certificate of Authentication. The form of the Purchase Contract Agent’s certificate of authentication of the Units shall be in substantially the form set forth on the form of the applicable Certificates.

ARTICLE 3

THE UNITS

Section 3.01. Amount; Form and Denominations. The aggregate number of Units evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to 8,625,000, except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04, Section 3.05, Section 3.06, Section 3.09, Section 3.12(a), Section 3.13(a), Section 3.14(a), Section 3.15(a) or Section 8.05.

The Certificates shall be issuable only in registered form (which, for the avoidance of doubt, in the case of Global Certificates, shall be registered in the name of the Depositary or its nominee) and only in denominations of a single Corporate Unit, Treasury Unit or Cash Settled Unit and any integral multiple thereof.

Section 3.02. Rights and Obligations Evidenced by the Certificates. Each Corporate Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, in respect of such Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant to Article 11 hereof, the Applicable Ownership Interest in Mandatory Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio, forming a part of such Corporate Unit to the Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, as agent of and for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Mandatory Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Transfer Agent, has, on the date hereof, delivered to the Purchase Contract Agent, on behalf of the Holders of Corporate Units, the Applicable Ownership Interests in Mandatory Convertible Preferred Stock.

Upon the formation of a Treasury Unit pursuant to Section 3.12(a), each Treasury Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/10 undivided beneficial ownership interest in one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock.

Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

Section 3.03. Execution, Authentication; Delivery and Dating. Subject to the provisions of Section 3.12(a), Section 3.13(a), Section 3.14(a) and Section 3.15(a) hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication, execution on behalf of the Holders as their attorney-in-fact and delivery, together with its Issuer Order for authentication, of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders as their attorney-in-fact and deliver such Certificates.

The Certificates shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Financial Officer, any one of its Vice Presidents, or its Treasurer or one of its Assistant Treasurers. The signature of any of these officers on the Certificates may be manual, electronic or facsimile.

Certificates bearing the manual, electronic or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual or electronic signature of an authorized signatory of the Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate.

Each Certificate shall be dated the date of its authentication.

No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Purchase Contract Agent by manual or electronic signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Section 3.04. Temporary Certificates. Pending the preparation of definitive Certificates, the Company may execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the Holders as their attorney-in-fact, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A, Exhibit B or Exhibit C

hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units, Treasury Units or Cash Settled Units, as the case may be, are listed (if any), or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the Holder as their attorney-in-fact, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Units as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Units evidenced thereby as definitive Certificates.

Section 3.05. Registration; Registration of Transfer and Exchange. The Purchase Contract Agent shall keep at the Corporate Trust Office a register (the “Security Register”) in which, subject to such reasonable regulations as are then customary and standard, the Purchase Contract Agent shall provide for the registration of Certificates and of transfers of Certificates (the Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Corporate Units, Treasury Units and Cash Settled Units.

Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Purchase Contract Agent in its capacity as transfer agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, like tenor, and evidencing a like number of Corporate Units, Treasury Units or Cash Settled Units, as the case may be.

At the option of the Holder and upon written notice to the Company and the Purchase Contract Agent, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Corporate Units, Treasury Units or Cash Settled Units, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the Holder as their attorney-in-fact, and deliver to the Holders the Certificates which the Holder making the exchange is entitled to receive.

All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Corporate Units, Treasury Units or Cash Settled Units, as the case may be, and be entitled to the same benefits and subject to the same obligations under this Agreement as the Corporate Units, Treasury Units or Cash Settled Units, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Purchase Contract Agent duly executed by the Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates and any other fees and expenses incurred by the Company or the Purchase Contract Agent (including, without limitation, the fees of expenses of their respective counsel), other than any exchanges pursuant to Section 3.04, Section 3.06 and Section 8.05 not involving any transfer.

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder as their attorney-in-fact and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest to occur of any Early Settlement Date with respect to such Certificate, any Fundamental Change Early Settlement Date with respect to such Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

(a) if the Purchase Contract Settlement Date, an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such other Certificate (or portion thereof) has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such other Certificate (or portion thereof) on the applicable settlement date; and

(b) if a Termination Event, Early Settlement, or Fundamental Change Early Settlement shall have occurred prior to the Purchase Contract Settlement Date, Transfer the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Cash, the Treasury Security or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying each Unit evidenced by such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.16(a) and Article 5 hereof.

The Purchase Contract Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Certificate (including any transfers between or among Beneficial Owners of interests in any Global Certificate) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 3.06. Book-entry Interests. The Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.08. The Purchase Contract Agent shall enter into an agreement with the Depositary in form and substance satisfactory to the Purchase Contract Agent if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.08:

(a) the provisions of this Section 3.06 shall be in full force and effect;

(b) the Company and the Purchase Contract Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments, providing notices and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.08;

(c) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and

(d) except as set forth in the proviso of clause (b) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depositary Participants.

Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units, the creation of Cash Settled Units and the recreation of Corporate Units pursuant to Section 3.12(a), Section 3.13(a) and Section 3.14(a) or Section 3.15(a), respectively) shall be accomplished by the Purchase Contract Agent in its capacity as paying agent making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Section 3.07. Appointment of Successor Depositary. If the Depositary elects to discontinue its services as securities depositary with respect to the Units, the Company may, in its sole discretion, appoint a successor Depositary with respect to the Units.

Section 3.08. Definitive Certificates.

If:

(a) the Depositary notifies the Company that it is unwilling or unable to continue its services as securities depositary with respect to the Units and no successor Depositary has been appointed pursuant to Section 3.07 within 90 days after such notice;

(b) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 3.07 within 90 days after such notice;

(c) to the extent permitted by the Depositary, the Company determines in its discretion that the Global Certificates shall be exchangeable for definitive Certificates and Beneficial Owners elect to withdraw their interests in the Global Certificates; or

(d) a Beneficial Owner seeking to exercise or enforce its rights under the Corporate Units, Treasury Units or Cash Settled Units requests to exchange such Beneficial Owner’s interest in the Global Certificates for definitive Certificates;

then (x) definitive Certificates shall be prepared by the Company with respect to such Units and delivered to the Purchase Contract Agent, together with an Issuer Order for authentication, and (y) upon surrender of the Global Certificates representing the Units by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with instructions provided by the Depositary. The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Units of the same kind and tenor as the Global Certificate (or beneficial interests in a Global Certificate) so surrendered in respect thereof.

Section 3.09. Mutilated, Destroyed, Lost and Stolen Certificates. If any mutilated Certificate is surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the Holder as their attorney-in-fact, and deliver to the Holder in exchange therefor, a new Certificate, evidencing the same number of Corporate Units, Treasury Units or Cash Settled Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

If there shall be (i) delivered to the Company and the Purchase Contract Agent evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) furnished to the Company and the Purchase Contract Agent such security and/or indemnity satisfactory to the Purchase Contract Agent and the Company to hold each of them and any agent of any of them harmless

against any and all related loss, liability, cost, claim and expense, then, in the absence of notice to the Company or the Purchase Contract Agent that such Certificate has been acquired by a protected purchaser, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall, upon receipt of an Issuer Order, authenticate, execute on behalf of the Holder as their attorney-in-fact, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Corporate Units, Treasury Units or Cash Settled Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder as its attorney-in-fact, and deliver to the Holder, with respect to such mutilated, destroyed, lost or stolen Certificate, a new Certificate on or after the Business Day immediately preceding the earliest of any Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate, any Fundamental Change Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

(a) if the Purchase Contract Settlement Date, an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate has occurred, deliver (or cause to be delivered) the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Certificate; and

(b) if a Termination Event, Fundamental Change Early Settlement or an Early Settlement with respect to such lost, stolen, destroyed or mutilated Certificate shall have occurred prior to the Purchase Contract Settlement Date, transfer the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Treasury Security, the Applicable Ownership Interests in the Treasury Portfolio or the Cash, as the case may be, underlying each Unit evidenced by such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.16(a) and Article 5 hereof.

Upon the issuance of any new Certificate under this Section 3.09, the Company and the Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses incurred by the Company or the Purchase Contract Agent (including, without limitation, the fees and expenses of their respective counsel) in connection therewith.

Every new Certificate issued pursuant to this Section 3.09 in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Units evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

The provisions of this Section 3.09 are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.10. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Company, the Collateral Agent, and the Purchase Contract Agent and any agent of the Company, the Collateral Agent or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the absolute owner of the Units evidenced thereby for purposes of any payment or distribution with respect to the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, on the Treasury Security, on the Applicable Ownership Interests in the Treasury Portfolio or payment of Contract Adjustment Payments (in each case, subject to any Record Date or other applicable record date) and for purposes of performance of the Purchase Contracts and for all other purposes whatsoever in connection with such Units (subject to the proviso in Section 3.06(b)), whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by, or incur any liability as a result of, notice to the contrary.

Neither the Purchase Contract Agent nor the Security Registrar shall have any responsibility or obligation to any Beneficial Owner of Units represented by a Global Certificate or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Units. All notices and communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of a Global Certificate). The rights of Beneficial Owners of the Units underlying a Global Certificate shall be exercised only through the Depositary subject to its applicable procedures. The Purchase Contract Agent and the Security Registrar shall be entitled to conclusively rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Certificate for all purposes of this Agreement relating to such Global Certificate (including the payment of Contract Adjustment Payments and the giving of instructions or directions by or to the Beneficial Owner in any Units underlying such Global Certificate) as the sole Holder of such Global Certificate and shall have no obligations to the Beneficial Owners thereof (subject to the proviso in Section 3.06(b)). Neither the Purchase Contract Agent nor the Security Registrar shall have any responsibility or incur any liability for any acts or omissions of the Depositary with respect to any Units underlying such Global Certificate, for the records of the Depositary, including records in respect of beneficial ownership interests in respect of Units underlying such Global Certificate, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or Beneficial Owner of any Units underlying such Global Certificate, or for any transfers of beneficial interests in any Units underlying such Global Certificate.

Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent will have any responsibility or incur any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 3.11. Cancellation. All Certificates surrendered for delivery of shares of Common Stock on or after the Purchase Contract Settlement Date or in connection with an Early Settlement or a Fundamental Change Early Settlement or for delivery of the Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio or the Cash proceeds of the Treasury Security, as the case may be, after the occurrence of a Termination Event, an Early Settlement or a Fundamental Change Early Settlement, a Collateral Substitution, or upon the registration of transfer or exchange of a Unit, shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent along with appropriate written instructions regarding the cancellation thereof and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section 3.11, except as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase Contract Agent shall be disposed of in accordance with its then customary practices. With respect to any Certificates that it has acquired, the Purchase Contract Agent may be entitled to conclusively rely on such Issuer Order as it relates to the ownership by the Company of such Certificate.

If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Purchase Contract Agent for cancellation.

Section 3.12. Creation of Treasury Units by Substitution of Treasury Security. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing as set forth under Section 5.02(a)(i) below, a Holder of Corporate Units may, at any time from and after the date of this Agreement, other than during a Blackout Period, effect a Collateral Substitution and separate the shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock in respect of such Corporate Units by substituting for such Holder’s Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock for which Collateral Substitution is being made, Treasury Securities;

provided that Holders may make Collateral Substitutions only in integral multiples of 10 Corporate Units. To effect such substitution, the Holder must:

(i) Transfer to the Collateral Agent, for credit to the Collateral Account, one Treasury Security and/or security entitlements with respect thereto for every 10 Corporate Units with respect to which such substitution is being made (such amount shall, following receipt by the Company from the Purchase Contract Agent of a copy of the instruction from the Holder to the Purchase Contract Agent in the form of Exhibit D, be calculated by the Company and provided to the Purchase Contract Agent in writing at such time it receives a copy of such notice from the Purchase Contract Agent); and

(ii) Transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, whereupon the Purchase Contract Agent shall (in accordance with instructions provided for in the aforementioned notice from Holders and upon completion of the requirements of Section 3.12(a)(i) above) promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit G hereto.

Upon confirmation that the Treasury Securities described in clause ((i)) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction to the Collateral Agent described in clause ((ii)) above, the Collateral Agent shall release such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit H hereto, to Transfer the shares of Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit G hereto.

Upon credit to the Collateral Account of the Treasury Securities and/or security entitlements with respect thereto delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the shares of Mandatory Convertible Preferred Stock underlying the appropriate Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby.

Upon receipt of the shares of Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Purchase Contract Agent shall promptly:

(A) cancel the related Corporate Units;

(B) Transfer such shares of Mandatory Convertible Preferred Stock to the Holder (such shares of Mandatory Convertible Preferred Stock shall constitute Separate Shares of Mandatory Convertible Preferred Stock and be tradable as separate securities, independent of the concurrently created Treasury Units) in book-entry form, to the extent a Global Preferred Share is registered in the name of the Depositary or its nominee; and

(C) cause the Collateral Agent to deliver Treasury Units in book-entry form, or if applicable, cause the Collateral Agent to deliver the Treasury Units to the Purchase Contract Agent, upon receipt of which the Purchase Contract Agent shall authenticate, execute on behalf of such Holder as their attorney-in-fact and deliver Treasury Units in the form of a Treasury Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units.

Holders who elect to separate the shares of Mandatory Convertible Preferred Stock by substituting Treasury Securities for Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, the reasonable fees and expenses payable to the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary and their respective counsel), in respect of such Collateral Substitution, and neither the Company nor the Purchase Contract Agent nor the Collateral Agent nor the Securities Intermediary shall be responsible for any such taxes, governmental charges or other fees or expenses.

(b) In the event a Holder making a Collateral Substitution pursuant to Section 3.12(a) fails to effect a book-entry transfer of the Corporate Units or fails to deliver Corporate Units Certificates to the Purchase Contract Agent after depositing Treasury Securities and/or security entitlements with respect thereto with the Collateral Agent, any distributions on the shares of Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock constituting a part of such Corporate Units, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity and/or security that may be required by the Purchase Contract Agent and the Company.

(c) Except as described in Section 5.02, Section 3.12(a), Section 3.13(a) or in connection with an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Corporate Unit remains in effect, such Corporate Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Mandatory Convertible Preferred Stock and the Purchase Contract comprising such Corporate Units may be acquired, and may be transferred and exchanged, only as a Corporate Unit and in the manner provided for in Exhibit D attached hereto.

Section 3.13. Creation of Cash Settled Units by Substitution of Cash. (a) Subject to the conditions set forth in this Agreement, a Holder of Corporate Units may, at any time from and after the date the Company gives a Notice of a Final Remarketing as set forth in Section 5.02(b)(ii) below and prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Remarketing Period, and other than during a Blackout Period, effect a Collateral Substitution and separate the shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock in respect of such Holder’s Corporate Units by substituting for such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock for which Collateral Substitution is being made, Cash in an aggregate amount equal to the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock multiplied by $1,000; provided that Holders may make Collateral Substitutions only in integral multiples of 10 Corporate Units. To effect such substitution, the Holder must:

(i) Transfer to the Collateral Agent, for credit to the Collateral Account, Cash in an amount equal to the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock for which such Collateral Substitution is made multiplied by $1,000 (such amount shall, following receipt by the Company from the Purchase Contract Agent of a copy of the instruction from the Holder to the Purchase Contract Agent in the form of Exhibit E, be calculated by the Company and provided to the Purchase Contract Agent in writing at such time that the Company receives a copy of such notice from the Purchase Contract Agent); and

(ii) Transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit E hereto, whereupon the Purchase Contract Agent, upon completion of the requirements of Section 3.13(a)(i) above, shall promptly provide a direction and instruction to the Collateral Agent, substantially in the form of Exhibit I hereto.

Upon confirmation that the Cash described in clause ((i)) above has been credited to the Collateral Account and receipt of the written instruction to the Collateral Agent described in clause ((ii)) above, the Collateral Agent shall release such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock from the Pledge and instruct the Securities Intermediary by a notice, substantially in the form of Exhibit J hereto, to Transfer the shares of Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit I hereto.

Upon credit to the Collateral Account of Cash delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the shares of Mandatory Convertible Preferred Stock underlying the appropriate Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby.

(A) cancel the related Corporate Units;

(B) Transfer such shares of Mandatory Convertible Preferred Stock to the Holder (such shares of Mandatory Convertible Preferred Stock shall constitute Separate Shares of Mandatory Convertible Preferred Stock and be tradable as separate securities, independent of the concurrently created Cash Settled Units) in book-entry form, to the extent a Global Preferred Share is registered in the name of the Depositary or its nominee; and

(C) deliver Cash Settled Units in book-entry form, or if applicable, authenticate, execute on behalf of such Holder and deliver Cash Settled Units in the form of a Cash Settled Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units.

Holders who elect to separate the shares of Mandatory Convertible Preferred Stock by substituting Cash for Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, the reasonable fees and expenses payable to the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary and their respective counsel), in respect of such Collateral Substitution, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses.

(b) In the event a Holder making a Collateral Substitution pursuant to Section 3.13(a) fails to effect a book-entry transfer of the Corporate Units or fails to deliver Corporate Units Certificates to the Purchase Contract Agent after depositing Cash with the Collateral Agent, any distributions on the shares of Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock constituting a part of such Corporate Units, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Purchase Contract Agent and the Company.

Section 3.14. Recreation of Corporate Units from Treasury Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a)(i) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 10 Treasury Units. To recreate Corporate Units, the Holder must:

(i) Transfer to the Collateral Agent, for credit to the Collateral Account, a number of shares of Mandatory Convertible Preferred Stock or security entitlements with respect thereto equal to the number of Corporate Units to be created divided by 10 (such amount shall, following receipt by the Company from the Purchase Contract Agent of a copy of the instruction from the Holder to the Purchase Contract Agent in the form of Exhibit D, be calculated by the Company and provided to the Purchase Contract Agent in writing at such time that the Company receives a copy of such notice from the Purchase Contract Agent); and

(ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, whereupon the Purchase Contract Agent, upon completion of the requirements of Section 3.14(a)(i) above, shall (in accordance with the instructions provided for in the aforementioned notice from the Holder) promptly provide an instruction to the Collateral Agent substantially in the form of Exhibit K hereto.

Upon confirmation that the shares of Mandatory Convertible Preferred Stock described in clause ((i)) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause ((ii)) above, the Collateral Agent shall release the related Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit L hereto, to Transfer the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby.

The substituted Mandatory Convertible Preferred Stock will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract.

Upon credit to the Collateral Account of shares of Mandatory Convertible Preferred Stock or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto.

Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly:

(A) cancel the related Treasury Units;

(B) Transfer the Treasury Securities to the Holder; and

(C) cause the Collateral Agent to deliver Corporate Units in book-entry form or, if applicable, cause the Collateral Agent to deliver the Corporate Units to the Purchase Contract Agent, upon receipt of which, the Purchase Contract Agent shall authenticate, execute on behalf of such Holder as the attorney-in-fact of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units.

Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, the reasonable fees and expenses payable to the Purchase Contract Agent and the Collateral Agent and their respective counsel), in respect of the recreation, and neither the Company nor the Purchase Contract Agent nor the Collateral Agent shall be responsible for any such taxes, governmental charges or other fees or expenses.

(b) Except as provided in Section 5.02 or in Section 3.14(a) or in connection with an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Section 3.15. Recreation of Corporate Units from Cash Settled Units. (a) Subject to the conditions set forth in this Agreement, if a Remarketing Failure occurs, a Holder of Cash Settled Units may effect a Collateral Substitution and recreate Corporate Units from and after the open of business on the Business Day immediately succeeding the last day of the Final Remarketing Period (or the date of the relevant failure under the Remarketing Agreement, as the case may be), until 4:00 p.m., New York City time, on the second Business Day immediately prior to the Purchase Contract Settlement Date; provided that Holders of Cash Settled Units may only recreate Corporate Units in integral multiples of 10 Cash Settled Units. To recreate Corporate Units, the Holder must:

(ii) Transfer the related Cash Settled Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, whereupon the Purchase Contract Agent, upon completion of the requirements of Section 3.15(a)(i) above, shall promptly provide an instruction to the Collateral Agent, substantially in the form of Exhibit K hereto.

Upon confirmation that the shares of Mandatory Convertible Preferred Stock described in clause ((i)) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause ((ii)) above, the Collateral Agent shall (i) release the related Cash from the Pledge and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit L hereto, to Transfer the Cash described above to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby.

Upon credit to the Collateral Account of shares of Mandatory Convertible Preferred Stock or security entitlements with respect thereto delivered by a Holder of Cash Settled Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Cash described above to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Cash from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto.

Upon receipt of such Cash, the Purchase Contract Agent shall promptly:

(A) cancel the related Cash Settled Units;

(B) Transfer the related Cash to the Holder; and

(C) cause the Collateral Agent to deliver Corporate Units in book-entry form or, if applicable, cause the Collateral Agent to deliver the Corporate Units to the Purchase Contract Agent, upon receipt of which the Purchase Contract Agent shall authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Cash Settled Units.

Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, the reasonable fees and expenses payable to the Purchase Contract Agent and the Collateral Agent and their respective counsel), in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses.

(b) Except as provided in Section 5.02 or in Section 3.15(a) or in connection with a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Cash Settled Unit remains in effect, such Cash Settled Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Cash Settled Unit in respect of the interest in the Cash and the Purchase Contract comprising such Cash Settled Unit may be acquired, and may be transferred and exchanged, only as a Cash Settled Unit.

Section 3.16. Transfer of Collateral Upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Purchase Contract Agent and the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge by directing the Securities Intermediary to Transfer all (in accordance with the instructions provided for in the aforementioned notice from the Company):

(i) shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio;

(ii) Pledged Treasury Securities;

(iii) Pledged Cash;

(iv) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and

(v) Proceeds and all other payments the Collateral Agent receives in respect of the foregoing,

to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders as instructed by such Holders to the Purchase Contract Agent in accordance with the terms provided for herein, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive shares of Mandatory Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, as the attorney-in-fact of such Holder or Beneficial Owner, pursuant to the Certificate of Designations that the Company

shall issue fractional shares of Mandatory Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Mandatory Convertible Preferred Stock or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, upon receipt of and in accordance with instructions to be separately provided by such Holder.

(b) Notwithstanding anything to the contrary in Section 3.16(a), if such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by Section 3.16(a), the Company shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in Section 3.16(a), and shall deliver or cause to be delivered such opinion addressed to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Company shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in Section 3.16(a), then the Purchase Contract Agent shall within fifteen days after its receipt of written notice from the Company of the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by Section 3.16(a).

(c) Upon receipt by the Purchase Contract Agent of written notice from the Company pursuant to Section 5.05 hereof that a Termination Event has occurred and the Transfer to the Purchase Contract Agent of the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Pledged Treasury Securities, as the case may be, pursuant to Section 3.16(a), the Purchase Contract Agent shall request transfer instructions with respect to such Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit F hereto, mailed to such Holder at its address as it appears in the Security Register.

(d) Upon book-entry transfer of the Corporate Units, the Treasury Units or the Cash Settled Units or delivery of a Corporate Units Certificate, Treasury Units Certificate or Cash Settled Units Certificate to the Purchase Contract Agent with such transfer instructions in connection with a Termination Event, the Purchase Contract Agent shall transfer the shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Pledged Cash, as the case may be, underlying such Corporate Units, Treasury Units or Cash Settled Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions and, in the case of the shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, in accordance with the terms of the Certificate of Designations. In the event a Holder of Corporate Units, Treasury Units or Cash Settled Units fails to deliver transfer instructions or effect such transfer or delivery, the shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Pledged Cash, as the case may be, underlying such Corporate Units, Treasury Units or Cash Settled Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

(i) the transfer of such Corporate Units, Treasury Units or Cash Settled Units or surrender of the Corporate Units Certificate, Treasury Units Certificate or Cash Settled Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate, Treasury Units Certificate or Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity and/or security that may be required by the Purchase Contract Agent and the Company; and

(ii) the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

Notwithstanding the foregoing, upon written instruction from the Company, the Purchase Contract Agent shall deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Section 3.17. No Consent to Assumption. Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have (a) withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation and (b) agreed with the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary that the transaction contemplated by the Purchase Contract constitutes a “swap agreement” within the meaning of Section 101 (53B) of the Bankruptcy Code and that each such Holder shall constitute a “swap participant” within the meaning of Section 101 (53C) of the Bankruptcy Code.

Section 3.18. Substitutions. Whenever a Holder has the right to substitute Cash or shares of Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock, as the case may be, or security entitlements for any of them for financial assets held in the Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.

ARTICLE 4

THE MANDATORY CONVERTIBLE PREFERRED STOCK

Section 4.01. Payments; Rights to Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock (if the Pledged Convertible Preferred Share is in the name of the Collateral Agent), the Applicable Ownership Interests in the Treasury Portfolio, the Treasury Securities or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent and the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby.

(b) Any payment on any share of Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock or any distribution in respect of a Unit on any Applicable Ownership Interests in the Treasury Portfolio (in each case other than those described in Section 4.02(a)), as the case may be, which is paid on or immediately prior to any Contract Adjustment Payment Date shall, subject to receipt thereof by the Purchase Contract Agent in its capacity as paying agent from the Company or from the Collateral Agent as provided in Section 4.01(a) above, be paid on the related Contract Adjustment Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interests in Mandatory Convertible Preferred Stock or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, form a part is registered at the close of business on the Record Date for such Contract Adjustment Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent in its capacity as paying agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account.

(c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued interest which was carried by Applicable Ownership Interests in the Treasury Portfolio (if any) underlying such other Corporate Units Certificate.

(d) In the case of any Corporate Unit with respect to which (1) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.06(a) hereof, (2) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.04 hereof or (3) a Collateral Substitution is properly effected pursuant to Section 3.12(a) or Section 3.13(a), in each case on a date that is after any Record Date and prior to or on the next succeeding Contract Adjustment Payment Date, distributions on Applicable Ownership Interests in the Treasury Portfolio (if any) underlying such Corporate Units otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date.

(e) In the case of any Treasury Unit with respect to which (1) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.06(a) hereof, (2) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.04 hereof or (3) a Collateral Substitution is properly effected pursuant to Section 3.14(a), in each case on a date that is after any Record Date and prior to or on the next succeeding Contract Adjustment Payment Date, distributions in respect of the Treasury Securities underlying such Treasury Unit otherwise payable on such Contract Adjustment Payment Date (if any) shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Treasury Units Certificate (or one or more Predecessor Treasury Units Certificates) was registered at the close of business on the Record Date.

(f) Except as otherwise expressly provided in Section 4.01(d) hereof, in the case of any Corporate Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the component Purchase Contract is properly effected, or with respect to which a Collateral Substitution has been effected, payments attributable to the shares of Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock, if any, or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable on or made after the Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Shares of Mandatory Convertible Preferred Stock or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive dividends, if any, on such Separate Shares of Mandatory Convertible Preferred Stock or distributions on such Applicable Ownership Interests in the Treasury Portfolio.

Section 4.02. Payments Prior to or on Purchase Contract Settlement Date. (a) Subject to the provisions of Section 5.02, Section 5.04 and Section 5.06(a), and except as provided in Section 4.02(b) below, if no Termination Event shall have occurred, all payments received by the Securities Intermediary in respect of (1) the proceeds received in a Successful Remarketing attributable to the shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, (2) the Pledged Applicable Ownership Interests in the Treasury Portfolio and (3) the Pledged Treasury Securities, shall be credited to the Collateral Account, to be invested as directed in writing by the Company in Permitted Investments until the Purchase Contract Settlement Date, and such payments (or proceeds of such Permitted Investments, if applicable), shall be transferred to the Company on the Purchase Contract Settlement Date as provided in Section 5.02 hereof to the extent necessary to satisfy the Holder’s obligation pursuant to Section 5.01 hereof to pay the Purchase Price to settle the Purchase Contracts. Any balance thereafter remaining in the Collateral Account shall be released from the Pledge and transferred to the Purchase Contract Agent for the benefit of the applicable Holders as their attorney-in-fact for distribution to such Holders in accordance with their respective interests pursuant to Section 11.02 hereof, free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the specific Permitted Investments in which any payments made under this Section 4.02(a) shall be invested, provided, however, that if the Company fails to deliver such instructions by 10:30 a.m. (New York City time) on the day such payments are received by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such payments in the Permitted Investments (if any), which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded. If no such standing instruction exists, such funds shall remain uninvested with no liability for interest therein. In no event shall the Collateral Agent or the Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon; provided, further, however, that all Permitted Investments shall mature on or prior to the Purchase Contract Settlement Date. In no event shall the Collateral Agent or the Securities Intermediary be liable for the selection of Permitted Investments or for any losses, fees, taxes or other charges arising from any investment, reinvestment or liquidation of Permitted Investments made hereunder. Neither the Collateral Agent nor the Securities Intermediary shall have any liability in respect of losses, fees, taxes or other charges incurred based on acting or omitting to act under this Section 4.02(a) pursuant to any direction of the Company or as a result of the failure of the Company to provide timely written investment direction. Any interest or other income received on such investment and reinvestment of the funds shall become part of the Collateral Account and any losses, fees, taxes or other charges incurred on such investment and reinvestment of the funds shall be debited against the Collateral Account. For the avoidance of doubt, no such losses, fees, taxes or other charges shall affect the Company’s obligations under Article 5 and Holders’ obligations shall remain subject to Section 5.02(i). It is agreed and understood that the entity serving as Purchase Contract Agent, Collateral Agent or Securities Intermediary may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Purchase Contract Agent, Securities Intermediary or the Collateral Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Purchase Contract

Agent, Securities Intermediary or the Collateral Agent or their respective affiliates are permitted to receive additional compensation that could be deemed to be in the Purchase Contract Agent’s, Securities Intermediary’s or the Collateral Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub custodian with respect to certain of the investments, (2) using affiliates to effect transactions in certain investments and (3) effecting transactions in investments.

(b) All payments received by the Securities Intermediary in respect of (1) the Mandatory Convertible Preferred Stock, (2) the Applicable Ownership Interests in the Treasury Portfolio and (3) the Treasury Securities or security entitlements with respect thereto, that, in each case, have been released from the Pledge pursuant hereto shall be transferred to the Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests and the terms of this Agreement.

Section 4.03. Notice and Voting. (a) Subject to Section 4.03(b) hereof, the Purchase Contract Agent shall exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, including either notice of any meeting at which holders of the Mandatory Convertible Preferred Stock are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Mandatory Convertible Preferred Stock, the Collateral Agent shall use commercially reasonable efforts to send promptly to the Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent acting as attorney-in-fact for the Holders, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock (in commercially reasonable form and substance) as are prepared by the Company and delivered to the Collateral Agent for delivery to the Purchase Contract Agent with respect to the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock.

(b) Upon receipt of notice of any meeting at which holders of Mandatory Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Mandatory Convertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Corporate Units a notice:

(i) containing such information as is contained in the notice or solicitation;

(ii) stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of shares of Mandatory Convertible Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent in writing as to the exercise of the voting rights pertaining to the Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a component of their Corporate Units; and

(iii) stating the manner in which such instructions may be given.

Upon the written request of the Holders of Corporate Units on such record date (which must be received by the Purchase Contract Agent at least six days prior to such meeting) or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum aggregate number of shares of Mandatory Convertible Preferred Stock as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a component of such Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in writing as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such Mandatory Convertible Preferred Stock as the attorney-in-fact for the Holders. Notwithstanding anything in this Agreement to the contrary, in the event that such Mandatory Convertible Preferred Stock are held by or through DTC or another Depositary, the exercise of a Holder’s right to vote shall occur in conformity with the Applicable Procedures and standing arrangements between DTC or such Depositary and the Company or the Purchase Contract Agent.

(c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock.

(d) Notwithstanding anything herein to the contrary, with respect to any Global Certificate held through DTC (or a nominee thereof), each Person holding a beneficial interest in such Global Certificate may be considered to be a “Holder” of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests Mandatory Convertible Preferred Stock for purposes of voting on the matters relating thereto (for example, such Person holding a beneficial interest in such Global Certificate may consent to any waiver or amendment directly without requiring the participation of DTC or its nominee); it being understood that if such Person holding a beneficial interest in such Global Certificate is authorized pursuant to an official DTC proxy, or if the Purchase Contract Agent receives evidence satisfactory to the Purchase Contract Agent (in its sole discretion) that (a) such Person holds the beneficial interests in such Global Certificate that it purports to vote (such evidence of ownership may include a securities position or participant list or other information obtained from DTC) and (b) such beneficial interest in such Global Certificate shall remain so owned for purposes of such vote, then the Purchase Contract Agent may recognize such Person for purposes of voting.

(e) In connection with any vote of the Holders as required under the terms hereof, the Purchase Contract Agent may at the expense of the Company appoint an independent third party solicitation agent (the “Solicitation Agent”) to conduct any solicitation of consents as required under the terms hereof. The Solicitation Agent shall report the results of any such solicitation taken under the terms hereof to the Purchase Contract Agent to enable the Purchase Contract Agent to exercise the voting rights of such Holders as the attorney-in-fact for such Holders. In the absence of gross negligence or willful misconduct by the Purchase Contract Agent, the Purchase Contract Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon the results provided to it by such Solicitation Agent.

Section 4.04. Payments to Purchase Contract Agent. The Securities Intermediary shall use commercially reasonable efforts to deliver any payments required to be made by it to the Purchase Contract Agent hereunder to the account designated by the Purchase Contract Agent for such purpose not later than 10:00 a.m. (New York City time) on the Business Day such payment is received by the Securities Intermediary; provided, however, that if such payment is received by the Securities Intermediary on a day that is not a Business Day or after 10:00 a.m. (New York City time) on a Business Day, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Purchase Contract Agent no later than 10:00 a.m. (New York City time) on the next succeeding Business Day. In connection with the Transfer of any Treasury Securities to the Purchase Contract Agent hereunder, the Collateral Agent shall cause such Transfer to be made at the Corporate Trust Office.

Section 4.05. Payments Held In Trust. If the Purchase Contract Agent or any Holder shall receive any payments on account of financial assets credited to the Collateral Account and not released therefrom in accordance with this Agreement, the Purchase Contract Agent or such Holder shall hold such payments as trustee of an express trust for the benefit of the Company and, upon receipt of an Officer’s Certificate of the Company so directing, promptly deliver such payments to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations of the applicable Holder or Holders, and the Purchase Contract Agent and Holders shall acquire no right, title or interest in any such payments of principal amounts so received.

ARTICLE 5

THE PURCHASE CONTRACTS

Section 5.01. Purchase of Shares of Common Stock. (a) Each Purchase Contract shall obligate the Holder of the related Unit to purchase from the Company, and the Company to issue and deliver, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of shares of Common Stock equal to the Settlement Rate, together with Cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 5.07, unless an Early Settlement Date, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred, subject to Section 5.04.

The “Settlement Rate” is determined as follows:

(i) if the Applicable Market Value is less than or equal to the Reference Price, the Settlement Rate shall be 4.0800 shares of Common Stock (such Settlement Rate, subject to adjustment as provided in Section 5.11, the “Maximum Settlement Rate”); and

(ii) if the Applicable Market Value is greater than the Reference Price, the Settlement Rate shall be a number of shares of Common Stock equal to the Stated Amount, divided by the Applicable Market Value, rounded to the nearest 1/10,000th of a share.

The Maximum Settlement Rate is subject to adjustment as provided in Section 5.11 and shall be rounded upward or downward to the nearest 1/10,000th of a share.

(b) Each Holder and Beneficial Owner of a Corporate Unit, a Treasury Unit or a Cash Settled Unit, by its acceptance of such Unit:

(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf as its attorney-in-fact (including, without limitation, the execution of Certificates in the name of and on behalf of such Holder);

(ii) agrees to be bound by the terms and provisions of such Unit, including but not limited to the terms and provisions of the Purchase Contract and this Agreement, for so long as such Holder remains a Holder of such Unit;

(iii) covenants and agrees to perform its obligations under such Purchase Contract and under this Agreement for so long as such Holder remains a Holder of a Corporate Unit, a Treasury Unit or a Cash Settled Unit;

(iv) consents to the provisions hereof;

(v) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf and in its name as its attorney-in-fact;

(vi) consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to its applicable portion of the Collateral, including the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and the Applicable Ownership Interests in the Treasury Portfolio, the Treasury Securities or the Cash pursuant to this Agreement, and the delivery of the shares of Mandatory Convertible Preferred Stock underlying such Applicable Ownership Interests in Mandatory Convertible Preferred Stock by the Transfer Agent on behalf of the Purchase Contract Agent to the Collateral Agent; and

(vii) for United States federal income tax purposes, agrees to (A) treat the acquisition of the Corporate Units as an acquisition of the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and Purchase Contracts constituting the Corporate Units, (B) treat such Applicable Ownership Interests in Mandatory Convertible Preferred Stock as equity of the Company, (C) allocate, as of the date hereof,

100% of the purchase price for a Corporate Unit to the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and 0% to each Purchase Contract, which will establish each Beneficial Owner’s initial tax basis in each Purchase Contract as $0 and each Beneficial Owner’s initial tax basis in each Applicable Ownership Interest in Mandatory Convertible Preferred Stock as $100, and (D) treat the Beneficial Owner as the owner of the applicable interests in the Collateral, including the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Treasury Securities or the Cash, as applicable;

provided that upon a Termination Event, the rights of the Holder of such Units under the Purchase Contract may be enforced without regard to any other rights or obligations.

(c) Each Holder of a Corporate Unit, a Treasury Unit or a Cash Settled Unit, by its acceptance thereof, further covenants and agrees that to the extent and in the manner provided in Section 5.02 hereof, but subject to the terms thereof, on the Purchase Contract Settlement Date, Proceeds of the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Treasury Securities or the Pledged Cash, as applicable, equal to the Purchase Price shall be paid by the Collateral Agent, upon the written direction of the Company, to the Company in satisfaction of such Holder’s obligations under the Purchase Contract underlying such Unit and such Holder shall acquire no right, title or interest in such Proceeds.

(d) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement and the Purchase Contracts underlying such Certificate and the transferor shall be released from the obligations under this Agreement and the Purchase Contracts underlying the Certificate so transferred. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

(e) Promptly after the calculation of the Settlement Rate and the Applicable Market Value, the Company shall give the Purchase Contract Agent written notice thereof. All calculations and determinations of the Settlement Rate and the Applicable Market Value and all other calculations and determinations hereunder and any adjustments to the Reference Price shall be made by the Company or its agent based on their good faith calculations, and the Purchase Contract Agent shall have no responsibility with respect thereto.

(f) If a Market Disruption Event occurs on any Scheduled Trading Day during the Market Value Averaging Period or any Early Settlement Averaging Period, the Company shall give the Holders and the Purchase Contract Agent written notice thereof on the calendar day on which such event occurs.

Section 5.02. Remarketing; Notices; Separate Shares of Mandatory Convertible Preferred Stock; Registration; Payment of Purchase Price.

(a) Optional Remarketing. (i) Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Mandatory Convertible Preferred Stock, the holders of which have elected to participate in such Remarketing pursuant to Section 5.02(d) below over a period of fifteen consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window.

(ii) The Company shall issue a press release and notify the Purchase Contract Agent and the Custodial Agent in writing and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Mandatory Convertible Preferred Stock as to the dates and procedures to be followed in any Optional Remarketing no later than fifteen (15) calendar days prior to the first day of an Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, the Collateral Agent and the Custodial Agent.

(iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Company shall notify (i) the Purchase Contract Agent in writing of the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a part of the Corporate Units to be remarketed and (ii) the Custodial Agent in writing of the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock (if any) to be remarketed pursuant to Section 5.02(d) below, and upon receipt of such written notice, (i) the Purchase Contract Agent shall notify in writing the Remarketing Agent(s) identified in such notice of the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a part of the Corporate Units to be remarketed, and (ii) the Custodial Agent shall notify in writing the Remarketing Agent(s) identified in such notice of the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock (if any) to be remarketed pursuant to Section 5.02(d) below. The Company shall, and pursuant to, and subject to the terms of, the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Company shall cause the Remarketing Agent(s) pursuant to the Remarketing Agreement to, use its reasonable best efforts to remarket such shares of Mandatory Convertible Preferred Stock. For the avoidance of doubt, and without limiting the generality of the foregoing, the Company and its Board of Directors shall accept the terms of a Successful Optional Remarketing if the Closing Price of the Common Stock at the time of any scheduled, proposed or purported Optional Remarketing Date is above the Threshold Appreciation Price. The Company shall use commercially reasonable efforts to cooperate with the Purchase Contract Agent in connection with any Optional Remarketing and shall notify the Purchase Contract Agent in writing promptly upon becoming aware of the expected Remarketing Date in connection with such Optional Remarketing.

(iv) If the Remarketing Agent(s) is able to remarket such Mandatory Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Company shall notify the Collateral Agent and the Custodial Agent thereof in writing and upon receipt of such notice, the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of deposit to the separate account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Account”), of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Mandatory Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, and the Quotation Agent will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price), and (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Shares of Mandatory Convertible Preferred Stock remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock, the Custodial Agent shall remit such proceeds of such Separate Shares of Mandatory Convertible Preferred Stock sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to holders of such Separate Shares of Mandatory Convertible Preferred Stock on the Optional Remarketing Settlement Date in accordance with the instructions by such holders provided in the form of Exhibit M

(v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such respective rights, obligations and security interests with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock as Collateral.

(vi) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Collateral Agent and (2) the proceeds attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Custodial Agent for the benefit of the holders of Separate Shares of Mandatory Convertible Preferred Stock that had their Separate Shares of Mandatory Convertible Preferred Stock remarketed.

(vii) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Mandatory Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will return Separate Shares of Mandatory Convertible Preferred Stock that were to be subject to the Optional Remarketing to the appropriate holders thereof in accordance with the instructions by such holders provided in the form of Exhibit M.

(viii) If the Company elects to remarket the Mandatory Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be provided in writing to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published before the open of business on the Business Day immediately following the last date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow Xxxxx News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be provided in writing to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published before the open of business on the Business Day immediately following the date of such Successful Optional Remarketing,

and the Company shall request the Depositary to notify its participants holding Separate Shares of Mandatory Convertible Preferred Stock, if any, of the modified terms established for the Mandatory Convertible Preferred Stock during the Optional Remarketing on the Business Day following the date on which the Mandatory Convertible Preferred Stock was successfully remarketed (and a copy of this request shall be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent).

(b) Final Remarketing. (i) Unless a Termination Event or a Successful Optional Remarketing has occurred, in order to remarket the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock of any Holders of Corporate Units, the Company shall engage the Remarketing Agent(s), and the Company shall, and the Company shall cause the Remarketing Agent(s) pursuant to the terms of the Remarketing Agreement to, use its reasonable best efforts to remarket such Mandatory Convertible Preferred Stock, along with any Separate Shares of Mandatory Convertible Preferred Stock, the holders of which have elected to participate in the Final Remarketing pursuant to Section 5.02(d) below, during the Final Remarketing Period. For the avoidance of doubt, and without limiting the generality of the foregoing, the Company and its Board of Directors shall accept the terms of a Successful Final Remarketing if the Closing Price of the Common Stock at the time of any scheduled, proposed or purported Final Remarketing Date is above the Threshold Appreciation Price.

(ii) The Company shall substantially contemporaneously notify the Purchase Contract Agent and the Custodial Agent in writing, issue a press release, and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Mandatory Convertible Preferred Stock of the Final Remarketing no later than October 20, 2023 (each, a “Notice of a Final Remarketing”) (and the Company shall also provide a copy of such notice to the Depositary to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent). In such notice, the Company shall set forth: the dates of the Final Remarketing Period; the applicable procedures for holders of Separate Shares of Mandatory Convertible Preferred Stock to participate in the Final Remarketing; the applicable procedures for Holders of Corporate Units to create Treasury Units or Cash Settled Units; the applicable procedures for Holders of Treasury Units to recreate Corporate Units; the applicable procedures for Holders of Corporate Units to effect Early Settlement with respect to their Purchase Contracts; that, following a Remarketing Failure, no shares of Common Stock will be delivered upon automatic conversion of the shares of the Mandatory Convertible Preferred Stock that remain outstanding following the Purchase Contract Settlement Date and each such share of Mandatory Convertible Preferred Stock will be automatically transferred to the Company on or around March 1, 2024 without any payment of cash or shares of Common Stock thereon; the applicable procedures for Holders of Treasury Units or Cash Settled Units to recreate Corporate Units following the Final Remarketing Period in the case of a Remarketing Failure in order for their Separate Shares of Mandatory Convertible Preferred Stock to be automatically delivered to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts, as described in Section 5.02(b)(viii) below; and any other applicable procedures, including the procedures that must be followed by a holder of Corporate Units in the case of an Unsuccessful Final Remarketing if such Holder wishes not to have the Mandatory Convertible Preferred Stock underlying its Applicable Ownership Interests in Mandatory Convertible Preferred Stock automatically delivered to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts, as described in Section 5.02(b)(viii) below.

(iii) The Purchase Contract Agent, after receipt of and based on the notices specified in Section 5.02(a)(iii) (which shall be delivered similarly in respect of the Final Remarketing), shall notify the Remarketing Agent(s) in writing, promptly after 4:00 p.m., New York City time on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock (if any) to be remarketed pursuant to Section 5.02(d) below. Pursuant to, and subject to the terms of, the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, in each case, as set forth in this Section 5.02(b)(iii), the Remarketing Agent(s) will use its reasonable best efforts to remarket such shares of Mandatory Convertible Preferred Stock. The Company shall use commercially reasonable efforts to cooperate with the Purchase Contract Agent in connection with the Final Remarketing and shall notify the Purchase Contract Agent in writing promptly upon becoming aware of the expected Remarketing Date in connection with the Final Remarketing.

(iv) The Company may postpone the Final Remarketing in its absolute discretion on any day prior to the last Business Day of the Final Remarketing Period. The Company will promptly furnish notice of any such postponement to the Purchase Contract Agent and the Depositary and shall request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Mandatory Convertible Preferred Stock

(v) If the Remarketing Agent(s) is able to remarket such Mandatory Convertible Preferred Stock and the Separate Shares of Mandatory Convertible Preferred Stock (if any) for at least the applicable Remarketing Price in any Final Remarketing in accordance with the Remarketing Agreement (a “Successful Final Remarketing”), the Company shall notify the Collateral Agent and the Custodial Agent in writing thereof, and the Collateral Agent shall, upon receipt of such written instructions from the Company, cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Final Remarketing attributable to such Mandatory Convertible Preferred Stock, and the Custodial Agent shall Transfer the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of deposit into the Separate Account of proceeds of such Successful Final Remarketing attributable to such Separate Shares of Mandatory Convertible Preferred Stock. Settlement shall occur on the Remarketing

Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarked Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Collateral Agent shall, on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent and upon the written direction of the Company, instruct the Securities Intermediary to remit to the Company a portion of such proceeds equal to $1,000 multiplied by the aggregate number of such shares of Mandatory Convertible Preferred Stock to satisfy in full the Obligations of Holders of the related Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, and promptly remit the balance of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units whose Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock were remarketed, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to such Holders pro rata in accordance with their respective interests. With respect to any Separate Shares of Mandatory Convertible Preferred Stock remarketed, upon receipt of proceeds attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock, the Custodial Agent shall remit such proceeds of the Successful Final Remarketing received from the Remarketing Agent(s) pro rata to holders of such Separate Shares of Mandatory Convertible Preferred Stock on the Remarketing Settlement Date in accordance with the instructions provided by such holders in the form of Exhibit M.

(vi) Following the occurrence of a Successful Final Remarketing where the Remarketing Settlement Date occurs prior to the Purchase Contract Settlement Date, a portion of the proceeds from the Successful Final Remarketing equal to $1,000 multiplied by the aggregate number of shares of Mandatory Convertible Preferred Stock underlying Corporate Units that were remarketed will be substituted as Collateral for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such respective rights, obligations and security interests with respect to such Cash as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall thereupon be deemed to be a reference to such amount of Cash. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Cash for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock as Collateral. Neither the Company, the Purchase Contract Agent, the Custodial Agent, the Securities Intermediary nor anyone else shall be required to invest the portion of such Cash pledged to the Company. The remaining proceeds from the Successful Remarketing of such shares of Mandatory Convertible Preferred Stock underlying Corporate Units that were remarketed shall be remitted to the Collateral Agent for distribution pro rata to such Holders in accordance with their respective interests pursuant to instructions provided by the Remarketing Agent to the Collateral Agent.

(vii) Following a Successful Final Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Collateral Agent and (2) the proceeds attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Custodial Agent for the benefit of the holders of Separate Shares of Mandatory Convertible Preferred Stock that had their Mandatory Convertible Preferred Stock remarketed.

(viii) If, (1) in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Mandatory Convertible Preferred Stock during the Final Remarketing Period at a price equal to or greater than the applicable Remarketing Price or (2) the Final Remarketing has not occurred on or prior to the last day of the Final Remarketing Period, or the Remarketing Settlement Date has not occurred as set forth in the Remarketing Agreement, because a condition precedent set forth in the Remarketing Agreement is not fulfilled or otherwise, the Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Final Remarketing”). The Company shall cause a notice of the Unsuccessful Final Remarketing to be provided in writing to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published before the open of business on the Business Day immediately following the last date of the Final Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow Xxxxx News Service. The Company shall similarly cause a notice of a Successful Final Remarketing to be provided in writing to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published before the open of business on the Business Day immediately following the date of such Successful Final Remarketing.

Following an Unsuccessful Final Remarketing, on December 1, 2023, (A) the Company shall pay each Holder all accrued and unpaid Contract Adjustment Payments to, but excluding, the December 1, 2023 Contract Adjustment Payment Date, and (B) immediately following such payments (to the extent applicable), as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, unless such Holder has (I) provided written notice to the Purchase Contract Agent in substantially the form of Exhibit P hereto prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date of its intention to settle the related Purchase Contract with separate cash, whereupon the Purchase Contract Agent shall provide the Company with a copy of the instruction from the Holder to the Purchase Contract Agent in the form of Exhibit P and upon written confirmation from the Company (which shall be provided promptly upon receipt of such instruction) that the amounts and calculations made by such Holder in such instruction are correct, shall promptly provide a direction and instruction to the Collateral Agent in writing, substantially in the form of Exhibit Q hereto, (II) surrendered the Certificate evidencing the Corporate Units (if they are in certificated form) or the related Book-Entry Interests, to the Purchase Contract Agent prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date and (III) on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price in Cash to the Securities Intermediary for deposit to the Collateral

Account by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 10 Corporate Units), shall be deemed to have automatically delivered the shares of Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock in full satisfaction of such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts. Following such automatic delivery, each such Holder’s Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall, upon receipt of written instructions from the Company, cause the Securities Intermediary to release the Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock from the Collateral Account and shall promptly transfer such shares of Mandatory Convertible Preferred Stock to the Company.

Upon (x) receipt by the Collateral Agent of the direction and instruction from the Purchase Contract Agent in substantially the form of Exhibit Q hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holders have elected, in accordance with the first sentence of the immediately preceding paragraph, to settle the related Purchase Contract with separate cash, and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with the first sentence of the immediately preceding paragraph, in lieu of the automatic delivery described in such sentence, the Securities Intermediary shall give the Purchase Contract Agent and the Collateral Agent notice of the receipt of such payment in substantially the form of Exhibit R hereto and the Collateral Agent shall, and is hereby authorized to, or to cause the Securities Intermediary to (X) deposit the separate cash received from such Holder to the Collateral Account and, if the Company so requests and the Collateral Agent and Securities Intermediary consent thereto, invest such separate cash received in Permitted Investments, (Y) promptly release from the Pledge the Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock related to the Corporate Units as to which such Holder has paid such separate cash and (Z) promptly Transfer all such shares of Mandatory Convertible Preferred Stock to the Purchase Contract Agent for distribution to such Holder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, in each case, free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such shares of Mandatory Convertible Preferred Stock in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such shares of Mandatory Convertible Preferred Stock in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such shares of Mandatory Convertible Preferred Stock are held, after which time such shares of Mandatory Convertible Preferred Stock shall be delivered to the Company on request of the Company contained in an Officer’s Certificate. On the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company the separate cash amount or such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.02(b)(viii), as the case may be, to the Company, and (B) release any amounts in excess of the aggregate Purchase Price to the Purchase Contract Agent for distribution to the Holders who have paid such separate cash pro rata in proportion to the amount paid by such Holders under this Section 5.02(b)(viii), as adjusted to reflect the period of time that each such Holder’s cash was invested in such Permitted Investments.

Following an Unsuccessful Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of Treasury Units shall be deemed to have elected to apply a portion of the Cash constituting such Holder’s Pro Rata Portions of the Treasury Unit Collateral equal to the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts to satisfy such Holder’s obligation to pay such aggregate Purchase Price in full satisfaction of such Holder’s Obligations under such Purchase Contracts. Following such application, each such Holder’s Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall, upon receipt of written instructions from the Company, cause the Securities Intermediary to release such Cash from the Collateral Account and shall promptly transfer such Cash to the Company. Thereafter, (i) the Collateral Agent shall promptly remit the remaining Cash constituting the Holder’s Pro Rata Portions of the Treasury Unit Collateral in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Treasury Units to which such Pro Rata Portions of the Treasury Unit Collateral relate and (ii) the Company shall notify the Depositary and provide written instructions to the Depositary for announcement and distribution of such excess payments to the applicable Depositary Participants (with a copy of such notice and instruction to the Purchase Contract Agent).

Following an Unsuccessful Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of Cash Settled Units shall be deemed to have elected to apply the Cash component of such Holder’s Cash Settled Units to satisfy such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holder’s Obligations under such Purchase Contracts. Following such application, each such Holder’s Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall, upon receipt of written instructions from the Company, cause the Securities Intermediary to release such Cash from the Collateral Account and shall promptly transfer such Cash to the Company.

(c) In connection with an Optional Remarketing or the Final Remarketing, the Dividend Rate (as such term is defined in the Certificate of Designations) on all shares of Mandatory Convertible Preferred Stock (whether or not remarketed) may be increased by the Company to the Increased Dividend Rate and dividends thereafter shall be payable on March 1, 2024 (or, at the Company’s election in consultation with the Remarketing Agent(s) in connection with a Successful Optional Remarketing, on each of December 1, 2023 and March 1, 2024) when, as and if declared by the Board of Directors. In addition, pursuant to the terms of the Certificate of Designations, the Minimum Conversion Rate on all shares of Mandatory Convertible Preferred Stock (whether or not remarketed) shall be increased by the Company to the Increased Minimum Conversion Rate if the Closing Price on the pricing date of a Successful Remarketing is less than or equal to the Initial Price. The Increased Rates shall be fixed rates, subject to adjustment as set forth in this Agreement and the Certificate of Designations, determined by the Board of Directors after consultation with the Remarketing Agents, as the

rate(s) the Mandatory Convertible Preferred Stock should bear and the terms the Mandatory Convertible Preferred Stock should include in order for the proceeds in connection with such Remarketing to equal (A) in the case of a Final Remarketing, at least $1,000 multiplied by the number of shares of Mandatory Convertible Preferred Stock being remarketed and (B) in the case of an Optional Remarketing, at least the sum of (1) 100% of the Treasury Portfolio Purchase Price and (2) the Separate Shares Purchase Price. Notwithstanding the foregoing, in no event shall the Increased Minimum Conversion Rate exceed the Maximum Conversion Rate. Neither the Minimum Conversion Rate nor the Dividend Rate (as such term is defined in the Certificate of Designations) shall be decreased, nor the Maximum Conversion Rate changed, in connection with a Successful Remarketing. These modifications shall become effective if the Remarketing is successful, without the consent of the Holders, upon the Remarketing Settlement Date. If a Successful Remarketing occurs, the Company will request the Depositary to notify the Depositary Participants holding shares of Mandatory Convertible Preferred Stock of any Increased Rate and Dividend Payment Date (if applicable) for the Mandatory Convertible Preferred Stock on the Business Day following the date of the Successful Remarketing.

(d) Prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding an Applicable Remarketing Period, other than during a Blackout Period, holders of Separate Shares of Mandatory Convertible Preferred Stock may elect to have their Separate Shares of Mandatory Convertible Preferred Stock remarketed in such Remarketing in the same manner as the Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock by delivering their Separate Shares of Mandatory Convertible Preferred Stock along with a notice of this election, substantially in the form of Exhibit M attached hereto, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Shares of Mandatory Convertible Preferred Stock remarketed in all Remarketings to occur in the Applicable Remarketing Period. The Custodial Agent shall hold the Separate Shares of Mandatory Convertible Preferred Stock in an account separate from the collateral account in which the Mandatory Convertible Preferred Stock underlying Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall be held. Holders electing to have their Separate Shares of Mandatory Convertible Preferred Stock remarketed shall also have the right to withdraw the election by written notice to the Collateral Agent, substantially in the form of Exhibit N hereto, at any time prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Applicable Remarketing Period. In the event of a Successful Remarketing, proceeds from the Remarketing attributable to holders of Separate Shares of Mandatory Convertible Preferred Stock that elected to have their Mandatory Convertible Preferred Stock remarketed (which shall be, for the avoidance of doubt, an amount per share of such Mandatory Convertible Preferred Stock greater than or equal to the applicable Remarketing Price Per Share or $1,000, as the case may be) shall be remitted by the Remarketing Agent(s) for the benefit of such holders on the applicable Remarketing Settlement Date.

(e) For the avoidance of doubt, the right of each holder of the Mandatory Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are components of Corporate Units and the Separate Shares of Mandatory Convertible Preferred Stock, the holders of which have elected to participate in any Remarketing, to have such Mandatory Convertible Preferred Stock remarketed and sold on any Remarketing Date shall be subject to the conditions that (i)(1) the Remarketing

Agent(s) conducts an Optional Remarketing, or (2) in the case of the Final Remarketing, that no Successful Optional Remarketing has occurred, each pursuant to the terms of this Agreement, (ii) a Termination Event has not occurred prior to such Remarketing Date, (iii) the Remarketing Agent(s) is able to find a purchaser or purchasers for such Mandatory Convertible Preferred Stock at or above the applicable Remarketing Price or more based on the Increased Rates, if any, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent(s) as and when required.

(f) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, a Registration Statement, including a prospectus, under the Securities Act with regard to the full amount of the Mandatory Convertible Preferred Stock to be remarketed in each Remarketing in each case shall be effective with the Securities and Exchange Commission in a form that may be used by the Remarketing Agent(s) in connection with such Remarketing (unless such registration statement is not required under the applicable laws and regulations that are in effect at that time or unless the Company conducts any Remarketing in accordance with an exemption under the securities laws).

(g) Holders whose shares of Mandatory Convertible Preferred Stock are remarketed will not be responsible for the payment of any Remarketing Fee.

(h) In the case of a Treasury Unit or a Corporate Unit (if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Mandatory Convertible Preferred Stock as a component of such Corporate Unit), if the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities Intermediary mature prior to the Purchase Contract Settlement Date, the principal amount of the Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio received by the Securities Intermediary shall be placed in the Collateral Account. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price for all related Purchase Contracts shall be remitted to the Company as payment of such Holder’s Obligations under such Purchase Contracts without receiving any instructions from the Holder. In the event the sum of the Proceeds from the related Pledged Treasury Securities or the related Pledged Applicable Ownership Interests in the Treasury Portfolio is in excess of the aggregate Purchase Price, (i) the Collateral Agent shall cause the Securities Intermediary to distribute such excess, when received by the Securities Intermediary, to the Purchase Contract Agent for the benefit of the Holder of the related Treasury Units or Corporate Units, as applicable and (ii) the Company shall notify the Depositary and provide written instructions to the Depositary for announcement and distribution of such excess payments to the applicable Depositary Participants (with a copy of such notice and instruction to the Purchase Contract Agent).

(i) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Fundamental Change Early Settlement or settlement with separate cash pursuant to Section 5.02(b)(viii) or terminated upon a Termination Event, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price.

(j) The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the Company shall have received, subject to Section 5.02(i), payment for the Common Stock to be purchased thereunder in the manner herein set forth.

Section 5.03. Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto.

Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Section 5.04. Fundamental Change Early Settlement.

(a) If a Fundamental Change occurs prior to the Purchase Contract Settlement Date, then, following the occurrence of a Fundamental Change, each Holder of a Unit, subject to the conditions described in this Section 5.04, shall have the right (a “Fundamental Change Early Settlement Right”) to settle (a “Fundamental Change Early Settlement”) its Purchase Contract early on the Fundamental Change Early Settlement Date at the Settlement Rate determined as if the Applicable Market Value equaled the Stock Price, plus an additional number of shares of Common Stock (such additional number, the “Make-Whole Shares”), subject to adjustment under Section 5.11, and receive payment of Cash in lieu of any fraction of a share, as provided in Section 5.07; provided that no Fundamental Change Early Settlement will be permitted pursuant to this Section 5.04(a) unless, at the time such Fundamental Change Early Settlement is effected, there is an effective Registration Statement with respect to any shares of Common Stock to be issued and delivered in connection with such Fundamental Change Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering the Common Stock and other securities, if any, to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Fundamental Change Early Settlement (it being understood that if there is a material business transaction or development that has not yet been publicly disclosed, the Company will not be required to provide such a Prospectus, and the right to effect Fundamental Change Early Settlement will not be available, until the Company has publicly disclosed such transaction or development, provided that the Company will use its commercially reasonable efforts to make such disclosure as soon as it is commercially reasonable to do so).

In the event that a Holder seeks to exercise its Fundamental Change Early Settlement Right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective, but such Holder shall receive consideration calculated as described in this Section 5.04(a) when such Registration Statement becomes effective; provided that the Fundamental Change Early Settlement Date shall not be so postponed beyond the Purchase Contract Settlement Date. If, but for the proviso in the immediately preceding sentence, the Fundamental Change Early Settlement Date would occur on or after the Purchase Contract Settlement Date, the Company shall deliver to any Holder on the Purchase Contract Settlement Date the applicable number of Make-Whole Shares in addition to a number of shares of Common Stock equal to the Settlement Rate, determined as if the Applicable Market Value were equal to the Stock Price.

If a Holder elects a Fundamental Change Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Fundamental Change Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments (including deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon), with respect to such Purchase Contracts to, but excluding, the Fundamental Change Settlement Date (except when the Fundamental Change Early Settlement Date falls after any Record Date and prior to the next succeeding Contract Adjustment Payment Date, in which case

Contract Adjustment Payments shall be payable to the Person in whose name a Certificate is registered at the close of business on such Record Date relating to the next succeeding Contract Adjustment Payment Date), payable in the manner set forth in Section 5.09(e)(i). The Company shall pay such amount as a credit against the amount otherwise payable by such Holder to effect such Fundamental Change Early Settlement.

The Company shall provide each Holder and the Purchase Contract Agent with written notice of a Fundamental Change as soon as practicable after becoming aware of the occurrence of such Fundamental Change but in any after no later than five Business Days after the Effective Date of such Fundamental Change, which shall specify:

(i) the date on which such Fundamental Change Early Settlement shall occur (such date, the “Fundamental Change Early Settlement Date”) which shall be at least 10 Business Days after the Effective Date of such Fundamental Change but, subject to the foregoing, no later than the earlier of (x) 20 Business Days after the Effective Date of such Fundamental Change and (y) one Business Day prior to (i) the first day of the commencement of an Optional Remarketing Period, or (ii) if the Company has not specified an Optional Remarketing Period or the Optional Remarketing is not successful, the first day of the commencement of the Final Remarketing Period or, if the Final Remarketing is not successful, the Purchase Contract Settlement Date;

(ii) the date by which Holders must exercise the Fundamental Change Early Settlement Right;

(iii) the applicable Settlement Rate and number of Make-Whole Shares;

(iv) the amount and kind (per share of Common Stock) of the Cash, securities and other consideration receivable by the Holder upon Fundamental Change Early Settlement; and

(v) the amount of accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon), if any, that will be paid upon settlement to Holders exercising the Fundamental Change Early Settlement Right and the method by which the Company will pay such Contract Adjustment Payments.

Notwithstanding the foregoing, if the Final Remarketing Period begins less than ten Business Days following the occurrence of a Fundamental Change, the notice will specify the Purchase Contract Settlement Date as the Fundamental Change Early Settlement Date.

Corporate Units Holders and Treasury Units Holders may only effect Fundamental Change Early Settlement pursuant to this Section 5.04(a) in integral multiples of 10 Corporate Units or Treasury Units, as the case may be. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Fundamental Change Early Settlement pursuant to this Section 5.04(a).

In order to exercise the right to effect a Fundamental Change Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver to the Purchase Contract Agent at the Corporate Trust Office, during the period beginning on the date the Company delivers written notice that a Fundamental Change has occurred and ending at 4:00 p.m., New York City time, on the second Business Day immediately preceding the Fundamental Change Early Settlement Date, such Certificate evidencing its Corporate Units or Treasury Units if they are held in certificated form, duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the aggregate Purchase Price corresponding to the number of Purchase Contracts with respect to which the Holder has elected to effect Fundamental Change Early Settlement. In the event that Units are held by or through DTC or another Depositary, the exercise of the right to effect Fundamental Change Early Settlement shall occur in conformity with the Applicable Procedures and the standing arrangements between DTC or such Depositary and the Purchase Contract Agent or the Company.

Upon receipt of such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the related Purchase Price pursuant to the terms of the related Purchase Contracts, the Company shall promptly notify the Purchase Contract Agent in writing of its receipt of the related Purchase Price, and upon receipt of such written confirmation, the Purchase Contract Agent shall then provide to the Collateral Agent a notice in writing, substantially in the form of Exhibit O hereto, that all the conditions necessary for a Fundamental Change Early Settlement by such Holder have been satisfied pursuant to which the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price.

Upon receipt by the Collateral Agent of the written notice from the Purchase Contract Agent set forth in the immediately preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Pledged Applicable Ownership Interests in the Treasury Portfolio or (2) the applicable Treasury Securities corresponding to the number of Purchase Contracts as to which such Holder of Treasury Units has elected to effect a Fundamental Change Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio or Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or applicable Proceeds of the Treasury Securities, as the case may be, to the Purchase Contract Agent or Transfer Agent, as applicable, for distribution to such Holder in accordance with the terms provided for herein, in each case free and clear of the Pledge created hereby.

If a Holder properly effects an effective Fundamental Change Early Settlement in accordance with the provisions of this Section 5.04(a), the Company will deliver (or will cause and instruct the Purchase Contract Agent in writing to deliver) to the Holder on the Fundamental Change Early Settlement Date for each Purchase Contract with respect to which such Holder has elected Fundamental Change Early Settlement:

(i) a number of shares of Common Stock (or Exchange Property Units, if applicable) equal to the Settlement Rate determined as if the Applicable Market Value equaled the Stock Price plus the Make-Whole Shares, if any;

(ii) the shares of Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio or applicable Proceeds of the Treasury Securities underlying the Corporate Units or Treasury Units, as the case may be, with respect to which the Holder is effecting a Fundamental Change Early Settlement, free and clear of the Pledge created hereby; and

(iii) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(a).

For the avoidance of doubt, any accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) with respect to such Purchase Contract to, but excluding, the Fundamental Change Early Settlement Date shall be due and payable by the Company on the Fundamental Change Early Settlement Date for such Purchase Contract, subject to Section 5.09(e)(i).

The Corporate Units or the Treasury Units of the Holders who do not elect Fundamental Change Early Settlement in accordance with the foregoing will continue to remain outstanding and be subject to settlement on the Purchase Contract Settlement Date in accordance with the terms hereof. In the event that Fundamental Change Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Fundamental Change Early Settlement, the Company shall execute and upon receipt of an Issuer Order, the Purchase Contract Agent shall execute on behalf of the Holder as its attorney-in-fact, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Fundamental Change Early Settlement was not effected.

(b) The number of Make-Whole Shares per Purchase Contract deliverable upon a Fundamental Change Early Settlement shall be calculated by the Company and shall be determined by reference to the table below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price in the such Fundamental Change. The “Stock Price” shall be:

(i) in the case of a Fundamental Change described in clause (ii) of the definition thereof where the holders of the Common Stock receive only Cash in the Fundamental Change, the Cash amount paid per share of the Common Stock; and

(ii) in all other cases, the average of the Closing Prices of the Common Stock for the 10 consecutive Trading Days immediately prior to but not including the Effective Date.

The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted upon the occurrence of any event requiring an anti-dilution adjustment to the Maximum Settlement Rate pursuant to Section 5.11 in a manner inversely proportional to the adjustments to the Maximum Settlement Rate. Each of the Make-Whole Share amounts in the table will be subject to adjustment in the same manner and at the same time as the Maximum Settlement Rate as set forth in Section 5.11.

Stock Price


Effective Date	$10.00		$12.00		$14.00		$16.00		$18.00		$24.51		$27.50		$28.80		$35.00		$40.00		$45.00		$55.00		$60.00
April 19, 2021		1.0043		0.8289		0.6948		0.5789		0.4695		0.0000		0.4537		0.5697		0.3978		0.3133		0.2588		0.1955		0.1753
December 1, 2021		0.7955		0.6575		0.5524		0.4600		0.3682		0.0000		0.3720		0.4880		0.3214		0.2462		0.2012		0.1524		0.1371
December 1, 2022		0.3904		0.3235		0.2746		0.2325		0.1850		0.0000		0.2202		0.3307		0.1684		0.1174		0.0951		0.0739		0.0670
December 1, 2023		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The actual Stock Price and Effective Date applicable to a Fundamental Change may not be set forth on the table, in which case:

(i) if the actual Stock Price is between two Stock Prices on the table or the actual Effective Date is between two Effective Dates on the table, the amount of Make-Whole Shares shall be determined by a straight-line interpolation between the Make-Whole Share amounts set forth for the two Stock Prices and the two Effective Dates on the table based on a 365-day year, as applicable;

(ii) if the Stock Price exceeds $60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the table above), then the Make-Whole Share amount shall be zero; and

(iii) if the Stock Price is less than $10.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the table above) (the “Minimum Stock Price”), then the Make-Whole Share amount shall be determined as if the Stock Price equaled the Minimum Stock Price, using straight-line interpolation, as described above, if the actual Effective Date is between two Effective Dates on the table.

Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon settlement of a Purchase Contract exceed 5.0843 shares per Purchase Contract (subject to adjustment in the same manner and at the same time as the Maximum Settlement Rate as set forth in Section 5.11).

(c) All calculations and determinations pursuant to this Article 5 shall be made by the Company or its agent in good faith, and the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall have no responsibility for making, verifying or confirming such calculations or determinations or otherwise with respect to such calculations or determinations under this Agreement or otherwise, and may conclusively presume that such calculations and determinations are correct and conform to the requirements of this Agreement.

Section 5.05. Termination Event; Notice. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon), and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the shares of Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Treasury Securities, the Cash or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.16(a) hereof. Upon the occurrence of a Termination Event, (i) the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.16(a) hereof, and the instructions provided for in the aforementioned notice from the Company, release the shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio forming a part of each Corporate Unit, the Pro Rata Portion of the Treasury Unit Collateral forming a part of each Treasury Unit or the Cash forming a part of each Cash Settled Unit, as the case may be, and any other Collateral from the Pledge.

Section 5.06. Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.06(a), at the option of the Holder thereof, at any time prior to 4:00 p.m., New York City Time, on the Scheduled Trading Day immediately preceding the first day of the Market Value Averaging Period, other than during a Blackout Period, Purchase Contracts underlying Units may be settled early (“Early Settlement”); provided that no Early Settlement will be permitted pursuant to this Section 5.06(a) unless, at the time such Early Settlement is effected, there is an effective Registration Statement with respect to the shares of Common Stock and other securities, if any, to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company (A) shall, promptly after the date on which the Company is notified by the Purchase Contract Agent that the Holder has attempted an Early Settlement, so notify such Holder, and (B) covenants and agrees to use its commercially reasonable efforts to (i) have in effect a Registration Statement covering those shares of Common Stock and other securities, if any, to be delivered in respect of the Purchase Contracts being settled and (ii) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement (it being understood that if there is a material business transaction or development that has not yet been publicly disclosed, the Company will not be required to provide such a Prospectus, and the right to effect Early Settlement will not be available, until the Company has publicly disclosed such transaction or development, provided that the Company will use its commercially reasonable efforts to make such disclosure as soon as it is commercially reasonable to do so).

(b) In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units (in the case of Certificates in definitive certificated form) shall deliver, at any time prior to 4:00 p.m., New York City time, on the Scheduled Trading Day immediately preceding the first day of the Market Value Averaging Period, other than during a Blackout Period, such Certificate to the Purchase Contract Agent at

the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in Cash in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of:

(i) the aggregate Purchase Price for the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus,

(ii) if the Early Settlement Date with respect to any Purchase Contracts occurs during the period from the close of business on any Record Date to the open of business on the related Contract Adjustment Payment Date, an amount equal to the Contract Adjustment Payments payable on such Contract Adjustment Payment Date with respect to such Purchase Contracts, unless the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on such Contract Adjustment Payment Date.

In the case of Book-Entry Interests, each Beneficial Owner electing Early Settlement must deliver the Early Settlement Amount to the Purchase Contract Agent along with a facsimile of the Election to Settle Early form duly completed, make book-entry transfer of such Book-Entry Interests and comply with the applicable procedures of the Depositary by the applicable time set forth above in this Section 5.06(a). In addition, so long as the Units are evidenced by one or more Global Certificates deposited with the Depositary, procedures for Early Settlement will also be governed by the Applicable Procedures and the standing arrangements between the Depositary and the Purchase Contract Agent or the Company.

Except as provided in Section 5.09(d), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments (other than deferred Contract Adjustment Payments and any Compounded Contract Adjustment Payments thereon) accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Units at or prior to 4:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such Units and if such requirements are first satisfied at or after 4:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the Early Settlement Date with respect to such Units shall be the next succeeding Business Day.

Upon the receipt of (i) such Certificate, (ii) a duly completed Election to Settle Early form and (iii) the Early Settlement Amount from the Holder, the Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment the Company shall promptly confirm in writing. Upon written confirmation of such payment by the Company to the Purchase Contract Agent, the Purchase Contract Agent shall then provide to the Collateral Agent a notice in writing, substantially in the form of Exhibit O hereto, that (A) such Holder has elected to effect an Early Settlement, and (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price.

Upon receipt by the Collateral Agent of the written notice from the Purchase Contract Agent set forth in the preceding paragraph, within two Business Days following the Early Settlement Date, the Collateral Agent shall release from the Pledge, (1) in the case of a Holder of Corporate Units, the shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, relating to the Purchase Contracts to which Early Settlement is effected, or (2) in the case of a Holder of Treasury Units, the Proceeds of the applicable Pro Rata Portions of the Treasury Securities corresponding to the number of Purchase Contracts as to which such Holder has elected to effect Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio or shares of Mandatory Convertible Preferred Stock underlying such Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or Proceeds of the Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder in accordance with the terms provided for herein, in each case free and clear of the Pledge created hereby.

Holders of Corporate Units and Treasury Units may only effect Early Settlement pursuant to this Section 5.06(a) in integral multiples of 10 Corporate Units or 10 Treasury Units, as the case may be.

Upon Early Settlement of the Purchase Contracts, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) with respect to such Purchase Contracts shall immediately and automatically terminate, except as provided in Section 5.09(d).

(c) Upon Early Settlement of Purchase Contracts by a Holder of the related Units, on the applicable settlement date, the Company shall issue, and the Holder shall be entitled to receive, and the Company will deliver to the transfer agent for the Common Stock for delivery to such Holder, a number of shares of Common Stock equal to 85% of the Settlement Rate calculated as set forth in Section 5.01(a) for each Purchase Contract as to which Early Settlement is effected, as if the Applicable Market Value for such purpose were equal to the average of the Daily VWAPs of the Common Stock during the Early Settlement Averaging Period (subject to Section 5.12).

(d) No later than the close of business on the second Business Day after the last Trading Day of the Early Settlement Averaging Period, the Company shall cause the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, accompanied with a payment in respect of the aggregate deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), if any, through the Contract Adjustment Payment Date immediately preceding such Early Settlement Date, payable as set forth in Section 5.09(e)(i).

(e) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio or the applicable Proceeds of the Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall on the applicable settlement date, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units:

(i) transfer to the Holder (or its designee) the Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio or the applicable Proceeds of the Treasury Securities related to such Units, as the case may be,

(ii) deliver to the Holder (or its designee) a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, and

(iii) if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.06(a).

(f) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder as its attorney-in-fact, and upon receipt of an Issuer Order, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.

Section 5.07. No Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued or delivered upon settlement on the Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement of any Purchase Contracts. Instead of any fractional share of Common Stock that would otherwise be deliverable upon settlement on the Purchase Contract Settlement Date or upon Early Settlement or Fundamental Change Early Settlement of any Purchase Contracts, the Company, through the Purchase Contract Agent, shall make a Cash payment to the Holder in respect of such fractional interest in an amount equal to the percentage of a whole share represented by such fractional share multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the Purchase Contract Settlement Date (or (x) in the case of any Early Settlement, the Closing Price of the Common Stock on the Trading Day immediately preceding the relevant date for delivery of the shares of Common Stock issuable upon such Early Settlement and (y) in the case of a Fundamental Change Early Settlement, the Closing Price of the Common Stock on the Trading Day immediately preceding the relevant Fundamental Change Early Settlement Date). If, however, a Holder surrenders for settlement more than one Purchase Contract on the same date, then the number of full shares of Common Stock issuable pursuant to such Purchase Contracts shall be computed based upon the aggregate number of Purchase Contracts surrendered on such date, or if the Corporate Units are held in global book-entry form, based on such other aggregate number of Purchase Contracts being surrendered by the Holder on the same date as the Depositary may otherwise require. The Company shall provide the Purchase Contract Agent from time to time with sufficient funds and instructions to permit the Purchase Contract Agent to make all cash payments required by this Section 5.07 in a timely manner.

Section 5.08. Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts; provided, however, that the Company shall not be required to pay any such tax or taxes that may be payable in respect of any exchange of or substitution for a Certificate evidencing a Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 5.09. Contract Adjustment Payments. (a) Subject to Section 5.09(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date. If the book-entry system for the Units has been terminated, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day month. The Contract Adjustment Payments will accrue from April 19, 2021.

(b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease.

(c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates.

(d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business on the related Contract Adjustment Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable.

(e) (i) Subject to the limitations described below, the Company may pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion:

(A) in cash;

(B) by delivery of shares of Common Stock; or

(ii) Each Contract Adjustment Payment shall be made in cash, except to the extent the Company timely elects to make all or any portion of such Contract Adjustment Payment in shares of Common Stock. To the extent the Company does not elect to defer such Contract Adjustment Payment, the Company shall give notice to the Depositary and Holders of any such election and the portion of such Contract Adjustment Payment that will be made in cash and the portion that will be made in Common Stock no later than eight Scheduled Trading Days prior to the Contract Adjustment Payment Date for such Contract Adjustment Payment.

(iii) Any shares of Common Stock issued in payment or partial payment of a Contract Adjustment Payment shall be valued for such purpose at the applicable Five-Day Average Price, multiplied by 97%.

(iv) No fractional shares of Common Stock shall be delivered by the Company to Holders in payment or partial payment of a Contract Adjustment Payment. A cash adjustment shall be paid by the Company to each Holder that would otherwise be entitled to receive a fraction of a share of Common Stock based on (x) the Five-Day Average Price and (y) the aggregate number of Units held by such Holder (or if the Units are held in global book-entry form, based on the applicable procedures of the Depositary for determining such number of Units).

(v) To the extent that the Company, in its reasonable judgment, determines that a Registration Statement is required in connection with the issuance of, or for resales of, Common Stock issued as a Contract Adjustment Payment, including Contract Adjustment Payments paid in connection with a Fundamental Change Early Settlement, the Company shall, to the extent such a Registration Statement is not currently filed and effective, use its reasonable best efforts to file and maintain the effectiveness of such a Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tradable under Rule 144 by non-Affiliates of the Company without registration. To the extent applicable, the Company shall also use its reasonable best efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the NYSE (or if the Common Stock is not then listed on the NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed).

(f) The Contract Adjustment Payments are unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing and future Indebtedness.

Section 5.10. Deferral of Contract Adjustment Payments.

(a) The Company has the right at any time, and from time to time, to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Contract Adjustment Payment Date (an “Extension Period”), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Contract Adjustment Payment Date, but not beyond the Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date immediately preceding the Early Settlement Date, as the case may be).

If the Company so elects to defer Contract Adjustment Payments, the Company shall pay additional Contract Adjustment Payments on such deferred installments of Contract Adjustment Payments at the annual rate then in effect for Contract Adjustment Payments, compounding on each succeeding Contract Adjustment Payment Date, to, but excluding, the date such deferred installments are paid in full (the accrued additional Contract Adjustment Payments thereon, being referred to herein as the “Compounded Contract Adjustment Payments”). The Company may pay any such deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on any scheduled Contract Adjustment Payment Date to the Holder on the related Record Date, subject to subsection (c) below.

At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Contract Adjustment Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to, but excluding, such Fundamental Change Early Settlement Date.

Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due and payable during an Extension Period except at the end thereof.

(b) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments, the expected length of any such Extension Period and any extension of any Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Contract Adjustment Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Contract Adjustment Payment Date.

(c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Contract Adjustment Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Contract Adjustment Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Contract Adjustment Payment Date.

(d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments, then, until all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions on, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company’s capital stock (including the Mandatory Convertible Preferred Stock), (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company’s debt securities that rank on parity with, or junior to, the Contract Adjustment Payments, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its Subsidiaries if the Company’s guarantee ranks on parity with, or junior to, the Contract Adjustment Payments; provided that the foregoing does not apply to:

(i) purchases, redemptions or other acquisitions of the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of the Company’s obligations pursuant to any contract or security outstanding on the date that the Contract Adjustment Payment is deferred requiring the Company to purchase, redeem or acquire its capital stock;

(ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (i) as a result of a reclassification of the Company’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company’s capital stock, for another class or series of the Company’s capital stock;

(iii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of the Company’s capital stock or the security being converted or exchanged;

(iv) dividends or distributions paid or made in the Company’s capital stock (or rights to acquire the Company’s capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of the Company’s capital stock);

(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future;

(vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or

(vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Section 5.11. Anti-dilution Adjustments. The Maximum Settlement Rate shall be subject to the following adjustments:

(a) If the Company issues Common Stock as a dividend or distribution on the Common Stock to all or substantially all holders of the Common Stock, or the Company effects a share split or share combination, the Maximum Settlement Rate shall be adjusted based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the effective date for such share split or share combination, as the case may be;

SR₁ = the Maximum Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as the case may be;

OS = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as the case may be, in each case, prior to giving effect to such event; and

OS₁ = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event.

Any adjustment made pursuant to this clause ((a)) shall become effective as of the close of business on the Record Date for such dividend or other distribution or as of the open of business on the effective date for such share split or share combination becomes effective, as applicable. If any dividend or distribution in this clause ((a)) is declared but not so paid or made, the new Maximum Settlement Rate shall be readjusted, on the date that the Board of Directors determines not to pay or make such dividend or distribution, to the Maximum Settlement Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company distributes to all or substantially all holders of Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the date of distribution thereof to subscribe for or purchase Common Stock, in any case at an exercise price per share of Common Stock less than the average of the Closing Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of such distribution, the Maximum Settlement Rate shall be increased based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the close of business on the Record Date for such distribution;

SR₁ = the Maximum Settlement Rate in effect immediately after the close of business on such Record Date;

OS₀= the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution;

X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, options or warrants divided by (B) the average of the Closing Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of the distribution of such rights, options or warrants.

If any right, option or warrant described in this clause ((b)) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof (and as a result no additional shares of Common Stock are delivered or issued pursuant to such rights, options or warrants), the new Maximum Settlement Rate shall be readjusted, as of the date of such expiration, to the Maximum Settlement Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery or issuance of only the number of shares of Common Stock actually delivered.

For purposes of this clause ((b)), in determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at a price per share of Common Stock less than the average of the Closing Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of the distribution of such rights, options or warrants, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.

Any increase to the Maximum Settlement Rate made under this clause ((b)) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such distribution.

(c) (1) If the Company distributes shares of capital stock, evidences of indebtedness or other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities to all or substantially all holders of Common Stock (excluding (i) any dividend, distribution or issuance as to which an adjustment was effected pursuant to clause ((a)) or ((b)) above, (ii) any dividend or distribution paid exclusively in Cash, and (iii) any Spin-Off to which the provisions in clause (c)(2) below apply), the Maximum Settlement Rate shall be increased based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the close of business on the Record Date for such distribution;

SR₁ = the Maximum Settlement Rate in effect immediately after the close of business on such Record Date;

SP₀ = the Closing Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of capital stock, evidences of indebtedness, assets or property so distributed, expressed as an amount per share of Common Stock.

An adjustment to the Maximum Settlement Rate made pursuant to this Section 5.11(c)(1) shall become effective as of the close of business on the Record Date for such distribution.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Purchase Contract shall receive, for each Purchase Contract, at the same time and upon the same terms as holders of shares of Common Stock, the amount of such distributed shares of capital stock, evidences of indebtedness or other assets or property that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate on the Record Date for such dividend or distribution.

(2) However, if the Company distributes to all or substantially all holders of Common Stock, capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit, in each case, that is, or when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), then the Maximum Settlement Rate shall instead be increased based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the end of the Valuation Period;

SR₁ = the Maximum Settlement Rate in effect immediately after the end of the Valuation Period;

FMV₀ = the average of the closing prices of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on, and including, the Ex-Dividend Date for such dividend or distribution (the “Valuation Period”); and

MP₀ = the average of the Closing Prices of the Common Stock over the Valuation Period.

The adjustment to the Maximum Settlement Rate under this clause (c)(2) shall occur at the close of business on the last Trading Day of the Valuation Period; provided that if a Holder elects to early settle the Purchase Contracts pursuant to Section 5.04 or Section 5.06, or the Purchase Contract Settlement Date occurs, in either case, during the Valuation Period, references with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the date on which such Holder elected its early settlement right pursuant to Section 5.04 or Section 5.06, or the Business Day immediately preceding the Purchase Contract Settlement Date, as the case may be, in determining the applicable Maximum Settlement Rate.

If any dividend or distribution described in this clause (c) is declared but not so paid or made, the new Maximum Settlement Rate shall be readjusted, as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Maximum Settlement Rate that would then be in effect if such dividend or distribution had not been declared.

(d) If any Cash dividend or distribution is made to all or substantially all holders of Common Stock other than a regular, quarterly Cash dividend that does not exceed $0.22 per share (the “Reference Dividend”), the Maximum Settlement Rate shall be increased based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;

SR₁ = the Maximum Settlement Rate in effect immediately after the close of business on such Record Date;

SP₀ = the Closing Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution;

T = the Reference Dividend; provided that if the dividend or distribution is not a regular quarterly Cash dividend, the Reference Dividend shall be deemed to be zero; and

C = the amount in Cash per share the Company distributes to all or substantially all holders of Common Stock.

Any increase to the Maximum Settlement Rate made pursuant to this Section 5.11(d) shall become effective as of the close of business on the Record Date for such dividend or distribution. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Purchase Contract shall receive, for each Purchase Contract, at the same time and upon the same terms as holders of shares of Common Stock, the amount of distributed Cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate on the Record Date for such cash dividend or distribution.

The Reference Dividend shall be subject to an inversely proportional adjustment whenever the Maximum Settlement Rate is adjusted, other than pursuant to this clause ((d)). For the avoidance of doubt, the Reference Dividend shall be zero in the case of a Cash dividend that is not a regular quarterly dividend.

If any dividend or distribution described in this clause ((d)) is declared but not so paid or made, the new Maximum Settlement Rate shall be readjusted, as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Maximum Settlement Rate that would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the Cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Maximum Settlement Rate shall be increased based on the following formula:

where,

SR₀ = the Maximum Settlement Rate in effect immediately prior to the close of business on the Trading Day immediately following the date on which such tender or exchange offer expires;

SR₁ = the Maximum Settlement Rate in effect immediately after the close of business on the Trading Day immediately following the date on which such tender or exchange offer expires;

FMV = the fair market value (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive), at the close of business on the Trading Day immediately following the date on which such tender or exchange offer expires, of the aggregate value of all Cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the last time tenders or exchanges may be made pursuant to such tender or exchange offer (prior to giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer);

OS₁ = the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer); and

SP₁ = the Closing Price of the Common Stock on the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the Maximum Settlement Rate under this Section 5.11(e) shall occur at the close of business on the Trading Day immediately following the date on which such tender or exchange offer expires.

(f) To the extent that the Company has a shareholders rights plan involving the issuance of share purchase rights or other similar rights to all or substantially all holders of the Common Stock in effect upon settlement of a Purchase Contract, the Holder thereof will receive, in addition to the Common Stock issuable upon settlement of such Purchase Contract, the related rights for the Common Stock under the shareholders rights plan, unless, prior to any settlement of such Purchase Contract, the rights have separated from the Common Stock, in which case the Maximum Settlement Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock as described in clause (c)(1) above, subject to readjustment in the event of the expiration, termination or redemption of the rights under the shareholder rights plan.

(g) The Company may increase the Maximum Settlement Rate if the Board of Directors deems it advisable to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares (or rights to acquire shares) or from any event treated as a dividend or distribution for income tax purposes or for any other reasons.

(h) Adjustments to the Maximum Settlement Rate shall be calculated by the Company to the nearest ten thousandth of a share. No adjustment to the Maximum Settlement Rate shall be required unless the adjustment would require an increase or decrease of at least one percent in the Maximum Settlement Rate. If any adjustment is not required to be made because it would not change the Maximum Settlement Rate by at least one percent, then the adjustment shall be carried forward and taken into account in any subsequent adjustment. All adjustments shall be made not later than the Purchase Contract Settlement Date, any Early Settlement Date, any Fundamental Change Early Settlement Date and the time at which the Company is required to determine the relevant Settlement Rate or amount of Make-Whole Shares (if applicable) in connection with any settlement with respect to the Purchase Contracts.

(i) No adjustment to the Maximum Settlement Rate shall be made if Holders participate, as a result of holding the Purchase Contracts and without having to settle the Purchase Contracts that form part of the Units, in the transaction that would otherwise give rise to an adjustment as if they held, per Purchase Contract, a number of shares of Common Stock equal to the Maximum Settlement Rate, at the same time and upon the same terms as the holders of Common Stock participate in the transaction.

(j) Except as described in Section 5.11(a), ((b)), (c), ((d)) and ((e)) above, the Maximum Settlement Rate shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of options, restricted stock or other awards in connection with any employment contract, executive compensation plan, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors or the exercise of such options or other awards;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Units were first issued;

(iv) for a change in the par value or no par value of the Common Stock; or

(v) for accrued and unpaid Contract Adjustment Payments.

(k) If an adjustment is made to the Maximum Settlement Rate, an adjustment also shall be made to the Reference Price on an inversely proportional basis solely to determine which of the clauses of the definition of Settlement Rate shall be applicable to determine the Settlement Rate with respect to the Purchase Contract Settlement Date, any Early Settlement Date or any Fundamental Change Early Settlement Date.

(l) If any adjustment to the Maximum Settlement Rate becomes effective, or any effective date, expiration date, Ex-Dividend Date or Record Date for any stock split or reverse stock split, tender or exchange offer, issuance, dividend or distribution (relating to a required Maximum Settlement Rate adjustment) occurs, during the period beginning on, and including, (i) the open of business on a first Trading Day of the Market Value Averaging Period or (ii) in the case of an Early Settlement or Fundamental Change Early Settlement, the relevant Early Settlement Date or the Fundamental Change Early Settlement Date and, in each case, ending on, and including, the date on which the Company delivers shares of Common Stock under the related Purchase Contract, the Company shall make appropriate adjustments to the Maximum Settlement Rate, the Reference Price and/or the number of shares of Common Stock deliverable upon settlement with respect to the Purchase Contract, in each case, consistent with the methodology used to determine the anti-dilution adjustments set forth in this Section 5.11. If any adjustment to the Maximum Settlement Rate becomes effective, or any effective date, expiration date, Ex-Dividend Date or Record Date for any stock split or reverse stock split,

tender or exchange offer, issuance, dividend or distribution (in each case, relating to a required Maximum Settlement Rate adjustment) occurs, during the period used to determine the Applicable Market Value, Stock Price, the Five-Day Average Period or any other averaging or similar period hereunder, the Company shall make appropriate adjustments to the applicable prices, consistent with the methodology used to determine the anti-dilution adjustments set forth in this Section 5.11.

(m) (i) Whenever the Maximum Settlement Rate is adjusted as herein provided, the Company shall, as promptly as practicable following the occurrence of an event that requires an adjustment pursuant to this Section 5.11 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):

(A) compute the adjusted Maximum Settlement Rate in accordance with this Section 5.11 and prepare and transmit to the Purchase Contract Agent an Officer’s Certificate setting forth the adjusted Maximum Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

(B) provide a written notice to the Holders of the Units and the Purchase Contract Agent of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the Maximum Settlement Rate was determined and setting forth the adjusted Maximum Settlement Rate.

(ii) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of the Maximum Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officer’s Certificate delivered pursuant to Section 5.11(m)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such Officer’s Certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Section 5.12. Reorganization Events. The following events are defined as “Reorganization Events”:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);

(ii) any consolidation, merger or combination involving the Company;

(iii) any sale, lease or other transfer to another Person of the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or

(iv) any statutory exchange of the Common Stock;

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including Cash or any combination thereof) (“Exchange Property”).

Following the effective date of a Reorganization Event, the Settlement Rate shall be determined by reference to the value of an Exchange Property Unit, and the Company shall deliver, upon settlement of any Purchase Contract, a number of Exchange Property Units equal to the number of shares of Common Stock that it would otherwise be required to deliver. In the event holders of Common Stock (other than any Constituent Person or Affiliate thereof) have the opportunity to elect the form of consideration to be received in any Reorganization Event, the Exchange Property Unit that Holders of the Units are entitled to receive will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock.

In the event of such a Reorganization Event, the Person formed by such consolidation or surviving such merger or, if other than the Company, the Person which acquires the Company’s assets and those of the Company’s Subsidiaries substantially as an entirety, shall execute and deliver to the Purchase Contract Agent an agreement providing that the holder of each Unit that remains outstanding after the Reorganization Event (if any) will have the rights described in the preceding paragraph and expressly assuming all of the Company’s obligations under the Purchase Contracts, this Agreement, the Mandatory Convertible Preferred Stock and the Remarketing Agreement. Such supplemental agreement shall provide for adjustments to the amount of any securities constituting all or a portion of an Exchange Property Unit and/or adjustments to the Maximum Settlement Rate, which, for events subsequent to the effective date of such Reorganization Event, will be as nearly equivalent as may be practicable, as determined by the Company in its sole commercially reasonable discretion, to the adjustments provided for under Section 5.11 (it being understood that any such adjustment may be zero and that no such adjustments shall be required with respect to any portion of the Exchange Property that consists of cash).

In connection with any Reorganization Event, the Company shall also adjust the Reference Dividend based on the number of shares of common stock comprising an Exchange Property Unit and (if applicable) the value of any non-stock consideration comprising an Exchange Property Unit. If an Exchange Property Unit is composed solely of non-stock consideration, the Reference Dividend shall be zero.

The provisions described in this Section 5.12 shall similarly apply to successive Reorganization Events.

ARTICLE 6

RIGHTS AND REMEDIES OF HOLDERS

Section 6.01. Unconditional Right of Holders to Receive Contract Adjustment Payments and to Purchase Shares of Common Stock. Each Holder of a Unit shall have the right, which is absolute and unconditional, (a) subject to Article 5, to receive each Contract Adjustment Payment and deferred Contract Adjustment Payment with respect to the Purchase Contract comprising part of such Unit on the respective Contract Adjustment Payment Date for such Unit pursuant to the terms hereof and (b) except upon and following a Termination Event, to purchase shares of Common Stock pursuant to such Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Adjustment Payments and the right to purchase shares of Common Stock, and such rights shall not be impaired without the consent of such Holder.

Section 6.02. Restoration of Rights and Remedies. If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary and such Holder shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

Section 6.03. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.09, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.04. Delay or Omission Not Waiver. No delay or omission of any Holder to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article 6 or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

Section 6.05. Undertaking for Costs. All parties to this Agreement agree, and each Holder of a Unit, by its acceptance of such Unit shall be deemed to have agreed, that any court of competent jurisdiction may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Purchase Contract Agent for any action taken, suffered or omitted by it as Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or

defenses made by such party litigant; provided that the provisions of this Section 6.05 shall not apply to any suit instituted by the Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Units, or to any suit instituted by any Holder for the enforcement of the obligation to pay Contract Adjustment Payments on or after the Contract Adjustment Payment Date therefor in respect of any Unit held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Purchase Contracts constituting part of any Unit held by such Holder.

Section 6.06. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

THE PURCHASE CONTRACT AGENT

Section 7.01. Certain Duties and Responsibilities.

(a) The Purchase Contract Agent hereby appointed by the Company:

(i) undertakes to perform, with respect to the Units, such duties and only such duties as are specifically set forth in this Agreement and the Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read into this Agreement or the Remarketing Agreement against the Purchase Contract Agent; and

(ii) may conclusively rely, in the absence of bad faith on its part, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming to the requirements of this Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts, statements, opinions, conclusions or matters stated therein).

(b) No provision of this Agreement or the Remarketing Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) this Section 7.01(b) shall not be construed to limit the effect of Section 7.01(a) or Section 7.01(c);

(ii) the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively determined by a court of competent jurisdiction that the Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and

(iii) the Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority of the aggregate stated amount of the Outstanding Certificates, relating to the time, method and place of conducting any proceeding for any right or remedy available to the Purchase Contract Agent, or exercising any power conferred upon the Purchase Contract Agent, under this Agreement with respect to the Units.

(c) No provision of this Agreement, the Remarketing Agreement, the Certificate of Designations or any Certificate shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Agreement, the Remarketing Agreement, the Certificate of Designations and any Certificate relating to the conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this Section 7.01.

(e) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be compensated, reimbursed and indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchase Contract Agent pursuant to the Remarketing Agreement, the Certificate of Designations, any Certificate or any notice or instruction entered into by the Purchase Contract Agent under the terms of this Agreement.

(f) The Purchase Contract Agent shall be under no duty to afford the Collateral any greater degree of care than it gives to its own similar property. In acting hereunder, the Purchase Contract Agent shall act solely as the attorney-in-fact and the agent for the Holders hereunder (and not as a fiduciary).

(g) None of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall be responsible for any calculations under this Agreement or with respect to the Units.

(h) The Purchase Contract Agent may hold Common Stock but, for the avoidance of doubt, will not be required to issue shares of Common Stock.

(i) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine the Settlement Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or in this Agreement or in any supplemental agreement hereunder provided to be employed, in making the same. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the settlement of any Purchase Contract; and the Purchase Contract Agent make no representations with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Purchase Contract for the purpose of settlement or to comply with any of the duties, responsibilities or covenants of the Company contained in this Agreement. Without limiting the generality of the foregoing, the Purchase Contract Agent shall not be under any responsibility to (a) determine whether a supplemental agreement needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental agreement, in each case, entered into pursuant to Section 5.12 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the settlement of their Purchase Contract pursuant to Article 5 or to any adjustment to be made with respect thereto, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Purchase Contract Agent prior to the execution of any such supplemental agreement) with respect thereto.

Section 7.02. Notice of Default. Within 90 calendar days after the occurrence of any default by the Company hereunder of which a Responsible Officer of the Purchase Contract Agent has received written notice thereof and such notice references the Company, the Units and this Agreement, the Purchase Contract Agent shall transmit by mail to the Holders, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived; provided that, except for a default in any payment obligation hereunder, the Purchase Contract Agent shall be protected in withholding such notice if and for so long as a Responsible Officer of the Purchase Contract Agent in good faith determines that the withholding of such notice is in the interests of Holders of the Units.

Section 7.03. Certain Rights of Purchase Contract Agent.

Subject to the provisions of Section 7.01:

(a) the Purchase Contract Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

(c) any request, instruction or direction of a Beneficial Owner to the Purchase Contract Agent shall be sufficiently evidenced by a written request, instruction or order signed in the name of such Beneficial Owner by an authorized representative of such Beneficial Owner and certifying to the Purchase Contract Agent that such Person is a Beneficial Owner under the terms of this Agreement; the Purchase Contract Agent shall have the right to require that any directions, instructions or notices provided to it be signed by an authorized representative of such Beneficial Owner, be provided on corporate letterhead or contain a medallion signature guarantee, or contain such other evidence as may be reasonably requested by it, to establish the identity and/or signatures thereon; in acting hereunder, in the absence of gross negligence or willful misconduct by the Purchase Contract Agent, the Purchase Contract Agent shall be fully authorized and protected in relying upon any such request, instruction, direction and certification received by a Beneficial Owner hereunder;

(d) whenever in the administration of this Agreement, the Remarketing Agreement, the Certificate of Designation or the Certificates, the Purchase Contract Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder or thereunder, the Purchase Contract Agent (unless other evidence be herein specifically prescribed in this Agreement) may, in the absence of bad faith, conclusively rely upon an Officer’s Certificate or an Opinion of Counsel;

(e) the Purchase Contract Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(f) the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, or inquire as to the performance by the Company of any of its covenants in this Agreement, but the Purchase Contract Agent may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(g) the Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees or an Affiliate of the Purchase Contract Agent and the Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate appointed with due care by it hereunder;

(h) the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Purchase Contract Agent security and/or indemnity satisfactory to the Purchase Contract Agent against the costs, expenses, claims and liabilities which might be incurred by it in compliance with such request or direction;

(i) the Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement;

(j) the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Purchase Contract Agent in each of its capacities hereunder, and to each officer, director, employee of the Purchase Contract Agent and each agent, custodian and other Person employed, in any capacity whatsoever, by the Purchase Contract Agent to act hereunder and shall survive the resignation or removal of the Purchase Contract Agent and the termination for any reason of this Agreement and the termination, satisfaction and discharge of the Units and the Purchase Contracts;

(k) the Purchase Contract Agent shall not be deemed to have notice or be charged with knowledge of any Fundamental Change, Termination Event or any default hereunder unless a Responsible Officer of the Purchase Contract Agent has received written notice from the Company or any Holder of such Fundamental Change, Termination Event or default at the Corporate Trust Office of the Purchase Contract Agent, and such notice references the Company, the Units and this Agreement and, in the case of a default, identifies such default;

(l) the Purchase Contract Agent may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement along with specimen signatures, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(m) anything in this Agreement notwithstanding, in no event shall the Purchase Contract Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Purchase Contract Agent has been advised as to the likelihood of such loss or damage and regardless of the form of action;

(n) the Purchase Contract Agent shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, hacking, cyber-attacks, or other use or infiltration of the Purchase Contract Agent’s technological infrastructure exceeding authorized access, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility, it being understood that the Purchase Contract Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;

(o) the Purchase Contract Agent shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder;

(p) the duties of the Purchase Contract Agent hereunder and under the Remarketing Agreement and under any other document or instrument referred to or provided for herein or in connection herewith are solely ministerial and administrative in nature;

(q) the Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall have no responsibilities with respect to any default hereunder, in each case, except as expressly set forth herein;

(r) the permissive right of the Purchase Contract Agent to take or refrain from taking action hereunder shall not be construed as a duty; and

(s) as to any discretionary action or matters not expressly provided for by this Agreement, the Purchase Contract Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company or the Holders, as the case may be; provided, however, it is understood that in all cases the Purchase Contract Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such direction from the Company or the Holders (acting in accordance with this Agreement); this provision is intended solely for the benefit of the Purchase Contract Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Section 7.04. Not Responsible for Recitals or Issuance of Units. The recitals contained herein, in the Remarketing Agreement, and in the Certificates shall be taken as the statements of the Company, and the Purchase Contract Agent assumes no responsibility for their accuracy or validity. The Purchase Contract Agent makes no representations as to the validity or sufficiency of either this Agreement or of the Units or the Pledge or the Collateral or the Remarketing Agreement or any other agreement, document or instrument referred to or provided for herein or in connection herewith and shall have no responsibility for perfecting or maintaining the perfection of any security interest in the Collateral nor for making any calculations hereunder. The Purchase Contract Agent shall not be accountable for the use or application by the Company of the proceeds in respect of the Purchase Contracts or for funds received and disbursed in accordance with this Agreement. The Purchase Contract Agent shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum, prospectus, prospectus supplement or other disclosure material prepared or distributed with respect to the issuance of the Units.

Section 7.05. May Hold Units. Any Security Registrar or any other agent of the Company, or the Purchase Contract Agent, in their individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Purchase Contract Agent. The Company may become the owner or pledgee of Units.

Section 7.06. Money Held in Custody. Money or other property held by the Purchase Contract Agent in custody hereunder need not be segregated from the Purchase Contract Agent’s other funds except to the extent required by law or provided herein; provided, however, that when the Purchase Contract Agent holds Cash as a component of the Treasury Portfolio, a Corporate Unit, a Treasury Unit or a Cash Settled Unit, such Cash shall be held in a segregated account hereunder. The Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise expressly provided hereunder or agreed in writing with the Company. If no standing instruction exists at the time any funds are received by the Purchase Contract Agent, the Securities Intermediary or the Collateral Agent, such funds shall remain uninvested without liability for interest or other compensation thereon. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s liens thereon, or any certificate prepared by the Company in connection therewith, nor shall the Collateral Agent be responsible or liable to the Company for any failure to monitor or maintain any portion of the Collateral. Beyond the exercise of reasonable care in the custody thereof and except as otherwise specifically set forth herein, the Collateral Agent shall not have any duty as to any of the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent (A) shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by a Collateral Agent in good faith and with reasonable care, and (B) shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which such Collateral Agent accords its own property.

Section 7.07. Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder and under the Remarketing Agreement as the Company and the Purchase Contract Agent shall from time to time agree in writing;

(b) to reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement and the Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable decision);

(c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent (collectively, with the Purchase Contract Agent and its affiliates, officers, directors, employees, representatives and agents, the “Indemnitees”) for, and to hold each Indemnitee harmless against, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and expenses of outside counsel) (including reasonable fees and expenses of counsel) including taxes (other than taxes based upon, measured by or determined by the income of the Purchase Contract Agent) incurred without gross negligence, bad faith or willful misconduct on its part (as determined by a final, non-appealable judgment of a court of competent jurisdiction), arising out of or in connection with this Agreement, including the acceptance, performance or administration of its duties hereunder or under the Remarketing Agreement, and the Indemnitees’ reasonable costs and expenses (including reasonable fees and expenses of counsel) of enforcing this Agreement and the Remarketing Agreement and defending themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of the Purchase Contract Agent’s powers or duties hereunder or thereunder; provided that the Purchase Contract Agent shall promptly notify the Company of any third-party claim of which a Responsible Officer has received written notice and which may give rise to the indemnity hereunder and give the Company the opportunity to control the defense of such claim with counsel reasonably satisfactory to the applicable Indemnitee. Each Indemnitee may have separate counsel and the Company shall pay the fees and expenses of such counsel. Failure by the Purchase Contract Agent to so notify the Company shall not relieve the Company of its obligations hereunder. Any settlement which affects the Purchase Contract Agent may not be entered into without the written consent of the Purchase Contract Agent, unless the Purchase Contract Agent is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Purchase Contract Agent; and

(d) to pay or reimburse the Purchase Contract Agent for transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein.

When the Purchase Contract Agent incurs expenses or renders services in connection with an insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. “Purchase Contract Agent” for purposes of this Section shall include any predecessor Purchase Contract Agent; provided, however, that the gross negligence or willful misconduct of any Purchase Contract Agent hereunder shall not affect the rights of any other Purchase Contract Agent hereunder.

The provisions of this Section 7.07 shall survive the resignation or removal of the Purchase Contract Agent and the termination for any reason of this Agreement, and the termination, satisfaction and discharge of the Units and the Purchase Contracts.

Section 7.08. Corporate Purchase Contract Agent Required; Eligibility. There shall at all times be a Purchase Contract Agent hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority and having a designated corporate trust office in the continental United States, if there be such a Person in the continental United States, qualified and eligible under this Article 7 and willing to act on reasonable terms. If such Person publishes or files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published or filed. If at any time the Purchase Contract Agent shall cease to be eligible in accordance with the provisions of this Section 7.08, it shall resign promptly in the manner and with the effect hereinafter specified in this Article 7.

Section 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Purchase Contract Agent and no appointment of a successor Purchase Contract Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of Section 7.10(a).

(b) The Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 45 calendar days prior to the effective date of such resignation. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10(a) shall not have been delivered to the Purchase Contract Agent within 30 calendar days after the giving of such notice of resignation, the resigning Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(c) The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units delivered to the Purchase Contract Agent and the Company. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10(a) shall not have been delivered to the Purchase Contract Agent within 30 calendar days after such Act, the Purchase Contract Agent being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(d) If at any time:

(i) the Purchase Contract Agent shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Holder; or

(ii) the Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the

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Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent.

(e) If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10(a). If no successor Purchase Contract Agent shall have been so appointed by the Company and accepted appointment in the manner required by Section 7.10(a), any Holder who has been a bona fide Holder of a Unit for at least six months, on behalf of itself and all others similarly situated, or the Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(f) The Company shall give, or shall direct such successor Purchase Contract Agent in writing to give, notice of each resignation and each removal of the Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Security Register. Each notice shall include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office.

Section 7.10. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Purchase Contract Agent, every such successor Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Purchase Contract Agent; but, on the request of the Company or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon payment of amounts owed to it pursuant to Section 7.07 hereof, execute and deliver an instrument transferring to such successor Purchase Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and duly assign, transfer and deliver to such successor Purchase Contract Agent all property and money held by such retiring Purchase Contract Agent hereunder.

(b) Upon request of any such successor Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Purchase Contract Agent all such rights, powers and agencies referred to in Section 7.10.

(c) No successor Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Purchase Contract Agent shall be qualified and eligible under this Article 7.

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Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Purchase Contract Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent hereunder, provided that such Person shall be otherwise qualified and eligible under this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Purchase Contract Agent then in office, any successor by merger, conversion or consolidation to such Purchase Contract Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Purchase Contract Agent had itself authenticated and executed such Units.

Section 7.12. Preservation of Information; Communications to Holders. (a) The Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Purchase Contract Agent in its capacity as Security Registrar.

(b) If three or more Holders (herein referred to as “Applicants”) apply in writing to the Purchase Contract Agent, and furnish to the Purchase Contract Agent reasonable proof that each such Applicant has owned a Unit for a period of at least six months preceding the date of such application, and such application states that the Applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Units and is accompanied by a copy of the form of proxy or other communication which such Applicants propose to transmit, then the Purchase Contract Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Purchase Contract Agent of the materials to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 7.13. No Obligations of Purchase Contract Agent. Except to the extent otherwise expressly provided in this Agreement, the Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Remarketing Agreement or any Purchase Contract in respect of the obligations of the Holder of any Unit thereunder. The Company agrees, and each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Purchase Contract Agent’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Purchase Contract Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article 5 hereof.

Section 7.14. Tax Compliance. (a) The Purchase Contract Agent shall comply in accordance with the terms hereof with any reasonable written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 7.01(a) hereof. The Company shall be responsible for preparing any correspondence in response to inquiries received by the Company or the Purchase Contract Agent from any Holder or the Depositary with respect to any tax matters hereunder and shall directly communicate with such Holder or the Depositary with respect to any such tax matters.

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(b) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request.

(c) To the extent requested by the Company in writing, the Purchase Contract Agent has agreed to provide ministerial assistance to the Company to enable the Company to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) in effect from time to time related to this Agreement, the Units or the Purchase Contracts. The Company agrees to provide the Purchase Contract Agent with timely and sufficient information, upon which the Purchase Contract Agent shall be entitled to conclusively rely, in order to enable the Purchase Contract Agent to so assist the Company.

Section 7.15. Acknowledgement of Appointment. The Company hereby acknowledges the appointment of U.S. Bank National Association (“U.S. Bank”) to act as Purchase Contract Agent on behalf of the Holders hereunder and under the Remarketing Agreement or the Certificates, as applicable, and as their attorney-in-fact hereunder and under the Remarketing Agreement and the Certificates, as applicable. The Company accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with this Agreement, the Remarketing Agreement and the Certificates.

ARTICLE 8

SUPPLEMENTAL AGREEMENTS

Section 8.01. Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary to:

(a) evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates;

(b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent;

(c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company;

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(d) cure any ambiguity, defect or inconsistency, to correct or supplement any provisions herein that may be inconsistent with any other provision herein;

(e) make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders in any material respect; or

(f) conform the provisions of this Agreement to the description of the Units contained in the preliminary prospectus supplement relating to the sale of the Corporate Units under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts,” “Certain Provisions of the Purchase Contract and Pledge Agreement,” and “Description of the Mandatory Convertible Preferred Stock,” as supplemented by the related term sheet.

Section 8.02. Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided however, that, except as contemplated herein, no supplemental agreement shall, without the consent of the Holder of each outstanding Purchase Contract affected thereby,

(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Contract Adjustment Payment Date;

(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under any Purchase Contract (except for the rights of Holders of Corporate Units to substitute Treasury Securities or Cash for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the rights of Holders of Treasury Units to substitute shares of Mandatory Convertible Preferred Stock for the Treasury Securities or the rights of Holders of Cash Settled Units to substitute shares of Mandatory Convertible Preferred Stock for the Cash);

(c) impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;

(d) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);

(e) except as set forth in Section 5.06 and Section 5.11, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement;

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(f) adversely affect the Holder’s rights under a Purchase Contract in any material respect, provided that any amendment made pursuant to Section 8.01(f) shall not be deemed to adversely affect the Holder’s rights under a Purchase Contract in any respect;

(g) reduce any Contract Adjustment Payments or any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency or method in which, any Contract Adjustment Payment is payable; or

(h) reduce the percentage of the outstanding Purchase Contracts whose Holders’ consent is required for any modification or amendment to the provisions of this Agreement and the Purchase Contracts;

provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units, only the Treasury Units or only the Cash Settled Units, then only the affected voting group of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such voting group, or each such Holder affected thereby in the case of an amendment or proposal referred to in clauses (a) through (h) above.

It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.03. Execution of Supplemental Agreements. In executing, or accepting the additional agencies created by any supplemental agreement permitted by this Article 8 or the modifications thereby of the agencies created by this Agreement, the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent shall be provided, and (subject to Section 7.01 with respect to the Purchase Contract Agent) shall be fully authorized and protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement, that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied and that the supplemental agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects their own rights, protections, duties, indemnities or immunities under this Agreement or otherwise.

Section 8.04. Effect of Supplemental Agreements. Upon the execution of any supplemental agreement under this Article 8, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

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Section 8.05. Reference to Supplemental Agreements. Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article 8 may, and shall if required by the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Purchase Contract Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in exchange for Outstanding Certificates.

ARTICLE 9

CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR DISPOSITION

Section 9.01. Covenant Not To Consolidate, Merge, Sell, Convey, Transfer or Dispose Property except under Certain Conditions. The Company shall not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, unless:

(a) either the Company shall be the surviving Person, or the successor entity (if other than the Company) shall be a corporation duly organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and such corporation shall expressly assume all of the Company’s responsibilities and liabilities under the Purchase Contracts, the Corporate Units, the Treasury Units, the Cash Settled Units, this Agreement (including the Pledge provided for herein), and the Remarketing Agreement (if any) by one or more supplemental agreements, in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and

(b) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any of its obligations or covenants under any of the foregoing agreements.

Section 9.02. Rights and Duties of Successor Corporation. In case of any such merger, consolidation, sale or conveyance, and upon any such assumption by a successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, the Cash Settled Units, this Agreement (including the Pledge provided for herein), and the Remarketing Agreement (if any), as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, the Cash Settled Units, this Agreement (including the Pledge provided for herein), and the Remarketing Agreement (if any). Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NiSource Inc. any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders as their

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attorney-in-fact and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Section 9.03. Officer’s Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Section 7.01 and Section 7.03, shall receive an Officer’s Certificate and an Opinion of Counsel and may rely thereon as conclusive evidence that any such merger, consolidation, sale or conveyance, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, sale or conveyance have been met.

ARTICLE 10

COVENANTS

Section 10.01. Performance under Purchase Contracts. The Company covenants and agrees for the benefit of the Holders from time to time of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.

Section 10.02. Maintenance of Office or Agency. The Company will maintain in the contiguous United States an office or agency where Certificates may be presented or surrendered for acquisition of shares of Common Stock upon settlement of the Purchase Contracts on the Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, or for a Collateral Substitution and where notices and demands to or upon the Company in respect of the Units and this Agreement may be served. The Company will give prompt written notice to the Purchase Contract Agent of the location, and any change in the location, of such office or agency. The Company initially designates the Corporate Trust Office of the Purchase Contract Agent as such office of the Company. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the

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contiguous United States for such purposes. The Company will give prompt written notice to the Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates as the place of payment for the Units the Corporate Trust Office and appoints the Purchase Contract Agent at the Corporate Trust Office as paying agent in such city.

Section 10.03. Company to Reserve Common Stock. The Company shall at all times prior to the Purchase Contract Settlement Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock the full number of shares of Common Stock issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Units evidenced by Outstanding Certificates (including the maximum number of Make-Whole Shares).

Section 10.04. Covenants as to Common Stock; Listing. (a) The Company covenants that all shares of Common Stock which may be issued against tender of payment in respect of, or in respect of any Contract Adjustment Payment on, any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company shall comply, in all material respects, with all applicable securities laws regulating the offer, issuance and delivery of shares of Common Stock upon settlement of, or in respect of any Contract Adjustment Payment on, Purchase Contracts and will issue such shares of Common Stock as freely-tradable shares, except to the extent holders thereof are underwriters (within the meaning of the Securities Act) or Affiliates of the Company.

(b) The Company further covenants that, if at any time the Common Stock shall be listed on the NYSE or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon settlement of, or issuable in respect of Contract Adjustment Payments on, Purchase Contracts; provided, however, that, if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the earlier of (i) the date on which any Purchase Contract is first settled in accordance with the provisions of this Agreement and (ii) the first payment of any Contract Adjustment Payment in shares of Common Stock, the Company covenants to list such Common Stock issuable upon the earlier of (x) settlement of the Purchase Contracts and (y) the first payment of any Contract Adjustment Payment in shares of Common Stock, in accordance with the requirements of such exchange or automated quotation system no later than at such time.

(c) The Company shall use its commercially reasonable efforts to effect the listing of the Corporate Units on the NYSE within 30 days of the date of the initial issuance of the Corporate Units.

Section 10.05. ERISA. Each Holder from time to time of the Units hereby represents that (a) the Holder is not purchasing the Units (and securities underlying the Units) with, or on behalf of, the assets of any Plan or (b) (i) the purchase, holding and disposition of the Units (and securities underlying the Units) satisfies ERISA’s fiduciary standards and other requirements under ERISA, the Code or other similar requirements under any applicable laws, (ii) the

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purchase, holding and disposition of the Units (and the securities underlying the Units) will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable laws; and (iii) neither the Company nor any of its Subsidiaries nor the Underwriters, are or will be deemed to be a fiduciary with respect to any Plan.

Section 10.06. Tax Treatment. The Company covenants and agrees, for United States federal income tax purposes, to (a) treat a Beneficial Owner’s acquisition of the Corporate Units as the acquisition of the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and Purchase Contract constituting the Corporate Units, (b) treat such Applicable Ownership Interests in Mandatory Convertible Preferred Stock as equity of the Company, (c) allocate, as of the date hereof, 100% of the purchase price for a Corporate Unit to the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and 0% to each Purchase Contract, which will establish each Beneficial Owner’s initial tax basis in each Purchase Contract as $0 and each Beneficial Owner’s initial tax basis in each Applicable Ownership Interest in Mandatory Convertible Preferred Stock as $100 and (d) treat each Beneficial Owner as the owner of the Collateral, including the Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Treasury Securities or the Cash, as applicable.

Section 10.07. Withholding. Notwithstanding anything to the contrary, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Remarketing Agent and the Securities Intermediary, as applicable, shall have the right to deduct and withhold from any payment or distribution (or deemed distribution) made with respect to a Purchase Contract or any share of or Applicable Ownership Interest in Mandatory Convertible Preferred Stock (or the delivery of shares of Common Stock and/or cash upon conversion of Mandatory Convertible Preferred Stock or settlement of a Purchase Contract) or with respect to the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or delivery) under applicable tax law without liability therefor. To the extent that any amounts are so deducted or withheld and remitted to the appropriate governmental entity, such deducted or withheld amounts shall be treated for all purposes as having been paid (or delivered) to the applicable Holder. In the event the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Remarketing Agent or the Securities Intermediary previously remitted any amounts to a governmental entity on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) or delivery with respect to a Purchase Contract or any share of Mandatory Convertible Preferred Stock with respect to an applicable Holder, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Remarketing Agent or the Securities Intermediary, as applicable, shall be entitled to offset any such amounts against any amounts otherwise payable or deliverable to the applicable Holder hereunder or under any other instrument or agreement.

Section 10.08. Remarketing Agreement. On or prior to the date that is 20 days prior to the first day of the Final Remarketing Period or, if the Company shall have elected to conduct an Optional Remarketing, on or prior to the date that is 20 days prior to the first day of the Optional Remarketing Period, the Company shall have entered into, and shall have caused the Purchase Contract Agent and the Remarketing Agent to have entered into, the Remarketing Agreement.

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Section 10.09. Statements of Officers of the Company as to Default. The Company shall upon receiving a written request from any Holder delivered to the Company and the Purchase Contract Agent within 90 days after the end of any fiscal year of the Company (which fiscal year currently ends on December 31 of each year), deliver to the Purchase Contract Agent, within 120 days of the end of such fiscal year of the Company, an Officer’s Certificate stating whether or not to the knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Agreement, the Units or the Purchase Contracts in any material respect and if the Company shall be in default in any material respect, specifying all such defaults and the nature and status thereof of which the signer may have knowledge.

ARTICLE 11

PLEDGE

Section 11.01. Pledge. Each Holder, acting through the Purchase Contract Agent as such Holder’s attorney-in-fact, and the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority perfected security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral, whether now existing or hereafter arising, to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement or under applicable law.

Section 11.02. Termination. As to each Holder, the Pledge created hereby shall terminate upon the satisfaction of such Holder’s Obligations. Upon a Termination Event (and subject to the Collateral Agent’s notification thereof by the Company), the Collateral Agent shall instruct the Securities Intermediary to Transfer such portion of the Collateral attributable to such Holder to the Purchase Contract Agent or Transfer Agent, as applicable, for distribution to such Holder in accordance with the terms provided for herein, free and clear of the Pledge created hereby. As promptly as practicable following the termination of the Pledge with respect to any Collateral pursuant to this Section 11.02 or any other provision of this Agreement, the Company shall terminate any UCC financing statements that have been filed that relate to such Collateral, and take any other action that the Purchase Contract Agent or any Holder reasonably requests, to evidence the termination of the Pledge, in each case, at the sole expense of the Company.

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ARTICLE 12

ADMINISTRATION OF COLLATERAL

Section 12.01. Initial Deposit of Mandatory Convertible Preferred Stock. (a) Prior to or concurrently with the execution and delivery of this Agreement, the Company shall cause the Transfer Agent to transfer, on behalf of the Purchase Contract Agent, through the applicable procedures of the Depositary, for credit to the Collateral Account, the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and the shares of Mandatory Convertible Preferred Stock underlying such Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements relating thereto and the Securities Intermediary shall indicate by book-entry that a security entitlement with respect to such Applicable Ownership Interests in Mandatory Convertible Preferred Stock (and the shares of Mandatory Convertible Preferred Stock underlying such Applicable Ownership Interests in Mandatory Convertible Preferred Stock) has been credited to the Collateral Account.

(b) The Collateral Agent may, but shall not be obligated to, at any time or from time to time cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees.

Section 12.02. Establishment of Collateral Account. The Securities Intermediary hereby confirms that:

(a) the Securities Intermediary has established the Collateral Account;

(b) the Collateral Account is a securities account and a “securities account” as defined in Article 1(b) of the Hague Securities Convention;

(c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

(d) all property delivered to the Securities Intermediary pursuant to this Agreement, including any Cash, Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities and the Permitted Investments, shall be credited promptly to the Collateral Account;

(e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Purchase Contract Agent and indorsed, without recourse or representation, to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case shall any financial asset credited to the Collateral Account be registered in the name of the Purchase Contract Agent (in its capacity as such) or any Holder or specially indorsed to the Purchase Contract Agent (in its capacity as such) or any Holder, unless such financial asset has been further indorsed to the Securities Intermediary or in blank; and

(f) the Securities Intermediary is an “intermediary” (as defined in Article 1(c) of the Hague Securities Convention).

In addition, the Securities Intermediary hereby confirms and agrees that (i) it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) in respect of the Collateral Account, and that all properties (except for Cash) credited to the Collateral Account shall be treated as “financial assets” (as defined in Section 8-102(a)(9) of the UCC), and (ii) with respect to all Cash held, credited, or carried by, in or to the Collateral Account, the Securities Intermediary shall maintain such Collateral Account as a “deposit account” within the meaning of Section 9-102 of the UCC. The Securities Intermediary confirms that it is acting as a bank within the meaning of Article 9 of the UCC with respect to any Cash that may be held, credited, or carried by or in the Collateral Account.

Section 12.03. Treatment as Financial Assets. Each item of property (whether investment property, financial asset, security or instrument, but other than Cash) credited to the Collateral Account shall be treated as a financial asset.

Section 12.04. Sole Control by Collateral Agent. Except as provided in Section 15.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions, and comply with entitlement orders, with respect to the Collateral Account or any financial asset or Cash credited thereto solely from the Collateral Agent as set forth in this Agreement. If at any time the Securities Intermediary shall receive an entitlement order from the Collateral Agent (acting on the written instruction of the Company) or a written instruction directing the disposition of funds in the Collateral Account issued by the Collateral Agent (acting on the written instruction of the Company) and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order or instruction without further consent by the Purchase Contract Agent or any Holder or any other Person. Except as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary shall not comply with any entitlement orders issued by the Purchase Contract Agent or any Holder.

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Section 12.05. Jurisdiction. The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent, the Purchase Contract Agent and the Holders with respect thereto, shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for the purposes of the UCC the Securities Intermediary’s jurisdiction is the State of New York. As permitted by Article 4 of the Hague Securities Convention, the parties hereto agree that the law of the State of New York shall govern each of the issues specified in Article 2(1) of the Hague Securities Convention. In addition, to the extent that any agreements between the Securities Intermediary and any other Person governing the Collateral Account (collectively, the “Account Agreements”) do not provide that the laws of the State of New York shall govern all of the issues specified in Article 2(1) of the Hague Securities Convention, each Account Agreement is hereby amended to provide that the law applicable to all of the issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York. The Securities Intermediary represents that each Account Agreement (a) is governed by the laws of the State of New York and (b) if any Account Agreement expressly provides that a law is applicable to all the issues specified in Article 2(1) of the Hague Securities Convention, that law is the laws of the State of New York. At the time of its entry into the governing law provisions of this Agreement, the Securities Intermediary had an office located in the United States that was not a temporary office and that engaged in a business or other regular activity of maintaining securities accounts.

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Section 12.06. No Other Claims. Except for the interest of the Collateral Agent and of the Purchase Contract Agent and the Holders in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any interest in the Collateral Account or in any Cash or financial asset credited thereto. If a Responsible Officer of the Securities Intermediary receives written notice that any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any Cash or financial asset carried therein, the Securities Intermediary shall promptly notify the Collateral Agent and the Purchase Contract Agent, and the Purchase Contract Agent shall notify the Company.

Section 12.07. Investment and Release.

(a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this Agreement.

(b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent in this Agreement (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.

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Section 12.08. Treasury Securities. Promptly following receipt of the Treasury Securities in substitution of any Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock upon creation of Treasury Units, the Collateral Agent shall notify the Company of such receipt of Treasury Securities.

Section 12.09. Statements and Confirmations. The Securities Intermediary shall promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any Cash or financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement. The requirements of this Section 12.09 shall be performed by the Securities Intermediary by granting online read only access to the Collateral Account to the extent requested.

Section 12.10. Tax Allocations. To the extent required by law, the Purchase Contract Agent shall timely report all items of income, gain, expense and loss recognized in the Collateral Account to the Internal Revenue Service in the manner required by law. None of the Securities Intermediary, the Collateral Agent and the Custodial Agent shall have any tax reporting duties hereunder.

Section 12.11. No Other Agreements. The Securities Intermediary, acting solely in its capacity as Securities Intermediary, has not entered into, and prior to the termination of the Pledge shall not enter into, any agreement with any other Person relating to the Collateral Account or any Cash or financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

Section 12.12. Powers Coupled with an Interest. The rights and powers granted in this Agreement to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Purchase Contract Agent or any Holder nor by the lapse of time. The obligations of the Securities Intermediary under this Agreement shall continue in effect until the termination of the Pledge.

Section 12.13. Waiver of Lien Waiver of Set-off. The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any Cash or financial asset credited thereto or any security entitlement in respect thereof. Neither the Cash or financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Company.

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ARTICLE 13

RIGHTS AND REMEDIES OF THE COLLATERAL AGENT

Section 13.01. Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Pledged Treasury Securities, the Pledged Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Cash in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales.

(b) Without limiting any rights or powers otherwise granted by this Agreement or under applicable law to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, (iii) Pledged Cash or (iv) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, such Pledged Applicable Ownership Interests in the Treasury Portfolio, such Pledged Cash or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Pledged Treasury Securities, Pledged Cash or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law.

(c) Without limiting any rights or powers otherwise granted by this Agreement or under applicable law to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, (ii) the Pledged Treasury Securities, the (iii) Pledged Cash and (iv) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein.

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(d) Subject to Section 7.04, the Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Company, the Purchase Contract Agent, on behalf of such Holder as its attorney-in-fact, shall execute and deliver such further documents and do such other acts and things as the Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for the maintenance of the Pledge or the perfection or priority hereof or for executing any documents or for taking any such acts requested by the Company hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

(e) The Collateral Agent, the Securities Intermediary and the Custodial Agent shall be entitled to all of the rights, protections, privileges and immunities set forth in Article 7 for the benefit of the Purchase Contract Agent.

ARTICLE 14

REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS

Section 14.01. Representations And Warranties. Each Holder from time to time, acting through the Purchase Contract Agent as attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represents and warrants to the Collateral Agent and the Company (with respect to such Holder’s interest in the Collateral), which representations and warranties shall be deemed repeated on each day a Holder effects a Transfer of Collateral, that:

(a) such Holder has the power to grant a security interest in and lien on the Collateral;

(b) such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article 11;

(c) upon the Transfer of the Collateral to the Securities Intermediary for credit to the Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and perfected first priority security interest therein (assuming that any central clearing operation or any securities intermediary or other entity not within the control of the Holder involved in the Transfer of the Collateral, including the Collateral Agent and the Securities Intermediary, gives the notices and takes the action required of it hereunder and under applicable law for perfection of that interest and assuming the establishment and exercise of control pursuant to Article 12 hereof); and

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(d) the execution and performance by the Holder of its obligations under this Agreement will not result in the creation of any security interest, lien or other encumbrance on the Collateral (other than the security interest and lien granted under Article 11 hereof) or violate any provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge, indenture, contract or undertaking to which it is a party or which is binding on it or any of its assets.

Section 14.02. Covenants. The Purchase Contract Agent and the Holders from time to time, acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder), hereby covenant to the Collateral Agent and the Company that for so long as the Collateral remains subject to the Pledge:

(a) neither the Purchase Contract Agent nor such Holders will create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

(b) neither the Purchase Contract Agent nor such Holders will sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein, subject to the Pledge hereunder, transferred in connection with a Transfer of the Units.

ARTICLE 15

THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY

It is hereby agreed as follows:

Section 15.01. Appointment, Powers and Immunities. The Company hereby appoints U.S. Bank to act on its behalf as the Collateral Agent, the Custodial Agent and the Securities Intermediary hereunder, and the Company hereby (i) authorizes each of the Collateral Agent, the Custodial Agent and the Securities Intermediary to take such actions on its behalf and to exercise such powers on its behalf as are delegated to the Collateral Agent, the Custodial Agent and the Securities Intermediary by the terms hereof and (ii) authorizes and directs the Collateral Agent to take such actions as from time to time shall be required of the Collateral Agent under the terms of this Agreement and the Certificate of Designations. The Collateral Agent, the Custodial Agent and the Securities Intermediary each hereby agrees to act in its respective capacity as such upon the express conditions contained herein. The Company accepts the authorizations, appointments, acknowledgments and other actions taken by the Collateral Agent, the Custodial Agent and the Securities Intermediary in accordance with this Agreement. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall act solely as agent for the Company hereunder (and not as a fiduciary), shall not assume any obligation or relationship of agency or

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trust for or with any of the Holders, except for the obligations owed by a pledgee of property to the owner of the property under this Agreement and applicable law, and shall have such powers as are specifically vested in the Collateral Agent, the Custodial Agent and the Securities Intermediary, as the case may be, by the terms of this Agreement. Each Agent’s duties hereunder and under the other documents executed in connection herewith are solely ministerial and administrative in nature. The Collateral Agent, the Custodial Agent and Securities Intermediary shall:

(a) have no duties, responsibilities, covenants or obligations except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, liabilities or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent or the Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof and none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any fiduciary duty to the Holders or any other Person, and in acting hereunder, the Collateral Agent, Custodial Agent and Securities Intermediary shall act solely as an agent of the Company and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the Holders or any other third party;

(b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement or the Units, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be), the Units, any Collateral or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Custodial Agent or Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunder or, for the perfection, priority or maintenance of any security interest created hereunder;

(c) not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished under Section 15.02 hereof, subject to Section 15.08 hereof);

(d) not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith or for any loss or injury resulting from its actions or its performance of its duties hereunder, except for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction;

(e) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder;

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(f) not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Collateral Agent, the Custodial Agent or the Securities Intermediary (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility); and

(g) the obligations of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary under this Agreement are several and not joint.

Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder as determined by industry standards. The Collateral Agent, the Securities Intermediary and the Custodial Agent shall not be responsible for and make no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any security document, or for the creation, perfection, filing, priority, sufficiency or protection of any liens securing the Mandatory Convertible Preferred Stock and the Collateral.

The Collateral Agent, the Custodial Agent and the Securities Intermediary shall only be responsible for transferring money, securities or other property in accordance with the terms herein to the extent that such money, securities or other property is credited to the Collateral Account.

No provision of this Agreement or any Certificate shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties or the exercise of any of its rights or powers hereunder. In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.

Section 15.02. Instructions of the Company. The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (a) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (b) the Collateral Agent shall be indemnified and/or provided with security to its satisfaction as provided herein. Nothing contained in this Section 15.02 shall impair the right of the Collateral Agent to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary has any obligation or responsibility to file UCC financing or continuation statements or amendments or to take any other actions to create, preserve or maintain the security interest in the Collateral.

Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary. Each of the Securities Intermediary, the Custodial Agent and the Collateral Agent (solely for purposes of this paragraph, the “Agents”) shall be entitled to rely conclusively upon any certification, order, judgment, opinion, notice or other written communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy or facsimile)

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believed by it in good faith to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein) and consult with and conclusively rely upon advice, opinions and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, in each case, at the expense of the Company. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company or the Holders, as the case may be, or by another Agent, as the case may, be in accordance with the terms of this Agreement; provided, however, it is understood that in all cases the Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such direction from the Company or the Holders (acting in accordance with this Agreement) or from another Agent (acting in accordance with this Agreement), as such Agent deems appropriate. This provision is intended solely for the benefit of the Agents and their successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

In each case that the Collateral Agent, the Custodial Agent or the Securities Intermediary may or is required hereunder to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder, the Collateral Agent, the Custodial Agent or Securities Intermediary may seek direction from the Company. The Collateral Agent, the Custodial Agent or Securities Intermediary shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction from the Company. Unless direction or otherwise is expressly provided herein, if the Collateral Agent, the Custodial Agent or the Securities Intermediary shall request direction from the Company with respect to any action, the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be entitled to refrain from such action unless and until such agent shall have received direction from the Company, and the agent shall not incur liability to any Person by reason of so refraining.

Section 15.04. Certain Rights. (a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Custodial Agent or the Securities Intermediary shall deem it necessary or desirable that a matter be proved or established prior to taking, or omitting to take, or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, be deemed to be conclusively proved and established by an Officer’s Certificate, and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary and such certificate, in the absence of bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral Agent, the Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

(b) The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

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(c) The authorizations, rights, privileges, protections and benefits given to each of the Collateral Agent, the Custodial Agent or the Securities Intermediary are extended to, and shall be enforceable by, each such Collateral Agent, the Custodial Agent or the Securities Intermediary, under any document to which it is a party (as applicable). In the event any claim of inconsistency between this Agreement and the terms of any other document arises with respect to the duties, liabilities and rights of the Collateral Agent, the Custodial Agent or the Securities Intermediary, the terms of this Agreement shall control.

Section 15.05. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Collateral Agent, the Custodial Agent or the Securities Intermediary may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be the successor of the Collateral Agent, the Custodial Agent or the Securities Intermediary, provided such Person shall be otherwise qualified and eligible under this Article 15 hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Section 15.06. Rights in Other Capacities. The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Company, the Purchase Contract Agent, any other Person interested herein and any Holder (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Company, the Purchase Contract Agent and any Holder without having to account for the same to the Company; provided that each of the Collateral Agent, the Custodial Agent and the Securities Intermediary covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent and Securities Intermediary. None of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be required to keep itself informed as to the performance or observance by the Purchase Contract Agent or any Holder of this Agreement, the Units or any other document referred to or provided for herein or therein or to inspect the properties or books of the Purchase Contract Agent or any Holder. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any duty or responsibility to provide the Company with any credit or other information concerning the affairs, financial condition or business of the Purchase Contract Agent or any Holder (or any of their respective affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates.

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Section 15.08. Compensation And Indemnity. The Company agrees to:

(a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by them hereunder;

(b) indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities Intermediary and each of their respective affiliates, directors, officers, agents and employees (collectively, the “Pledge Indemnitees”), from and against any and all claims (whether asserted by the Company, the Purchase Contract Agent or any other Person), liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and reasonable expenses (including reasonable fees and expenses of counsel) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the Pledge Indemnitees or any of them for following any instructions, acting upon any notices or other directions (which shall include an instruction, notice or direction not to act) upon which any of the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to conclusively rely pursuant to the terms of this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct (as adjudicated by a court of competent jurisdiction in a final, non-appealable decision) with respect to the specific Loss against which indemnification is sought; and

(c) in addition to and not in limitation of Section 15.08(b), indemnify and hold the Pledge Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Pledge Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Custodial Agent’s or the Securities Intermediary’s acceptance or performance of its rights, powers and duties under this Agreement, including but not limited to the rights and powers set forth in Section 15.09, provided the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct (as adjudicated by a court of competent jurisdiction in a final, non-appealable decision) with respect to the specific Loss against which indemnification is sought, including the Pledge Indemnitee’s reasonable out-of-pocket costs and expenses of defending themselves against any claim or liability (whether asserted by the Company, any holder of Units, or otherwise) in connection with the exercise or performance of any of the Collateral Agent’s, the Custodial Agent’s or Securities Intermediary’s powers or duties hereunder or thereunder or of enforcing the provisions of this Section 15.08 and Section 15.14.

The provisions of this Section 15.08 and Section 15.14 shall survive the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary and the termination of this Agreement.

Section 15.09. Failure to Act. In the event that, in the good faith belief of the Collateral Agent, the Custodial Agent or the Securities Intermediary, an ambiguity in the provisions of this Agreement arises or any actual dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder has been asserted in writing, then at its sole option, each of the Collateral Agent, the Custodial Agent and

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the Securities Intermediary shall be entitled, after prompt notice to the Company and the Purchase Contract Agent, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Custodial Agent and the Securities Intermediary, as the case may be, shall not be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled to refuse to act until either:

(a) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Custodial Agent or the Securities Intermediary; or

(b) the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have received security and/or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all loss, claim, liability or reasonable out-of-pocket expense which it may without gross negligence or willful misconduct incur by reason of its acting.

The Collateral Agent, the Custodial Agent and the Securities Intermediary may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, the Custodial Agent or the Securities Intermediary may deem necessary. Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be required to take any action that is in its opinion contrary to law or to the terms of this Agreement, or which would in its opinion subject it or any of its officers, employees or directors to liability.

Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary. (a) Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

(i) the Collateral Agent, the Custodial Agent or the Securities Intermediary may resign at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders;

(ii) the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed at any time by the Company upon written notice thereof; and

(iii) if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 calendar days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed by the Purchase Contract Agent, acting at the direction of the Holders of a majority in number of the Outstanding Units.

123

The Purchase Contract Agent shall promptly notify the Company upon the transmission of notice as contemplated by Section 15.10(a)(iii) and any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to Section 15.10(a)(iii). Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have accepted such appointment within 45 calendar days after the retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving of notice of resignation or the Company’s or the Purchase Contract Agent’s giving notice of such removal, then the retiring or removed Collateral Agent, Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall each be a bank, banking corporation or a national banking association which has an office (or an agency office) in New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Article 15 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder, at a time when such Person is also acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, the Securities Intermediary or the Custodial Agent, as the case may be.

Section 15.11. Right to Appoint Agent or Advisor. The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in conclusive reliance upon the advice of, such agents or advisors selected in good faith.

Section 15.12. Survival. The provisions of this Article 15 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Section 15.13. Exculpation. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary or their officers, directors, employees or agents be liable under this Agreement for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, goodwill, reputation, business opportunity or anticipated saving, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them and regardless of the form of action.

124

Section 15.14. Expenses, Etc. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

(a) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

(b) all costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 15.14 and Section 15.08;

(c) all transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and

(d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent.

ARTICLE 16

MISCELLANEOUS

Section 16.01. Company to Furnish Purchase Contract Agent Names and Addresses of Holders. (a) The Company shall furnish or cause to be furnished to the Purchase Contract Agent (i) semiannually, not later than February 15 and August 15 in each year, commencing August 15, 2021, a list, in such form as the Purchase Contract Agent may reasonably require, of the names and addresses of the Holders of Units as of a date not more than 15 calendar days prior to the delivery thereof, and (ii) at such other times as the Purchase Contract Agent may request in writing, within 30 calendar days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 calendar days prior to the time such list is furnished, excluding from any such list names and addresses previously received by the Purchase Contract Agent.

Section 16.02. Preservation of Information; Communications to Holders. The Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Purchase Contract Agent as provided in Section 16.01(a) and the names and addresses of Holders received by the Purchase Contract Agent. The Purchase Contract Agent may dispose of any list furnished to it as provided in Section 16.01(a) upon receipt of a new list so furnished.

125

Section 16.03. Defaults, Waiver. The Holders of a majority of the Outstanding Purchase Contracts voting together as one class may, by vote or consent, on behalf of all of the Holders, waive any past default by the Company and its consequences, except a default:

(a) in the payment on any Purchase Contract, or

(b) in respect of a provision hereof which under Section 8.02 cannot be modified or amended without the consent of the Holder of each Outstanding Purchase Contract affected.

Upon such waiver, any such default shall cease to exist, and any default by the Company arising therefrom shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 16.04. Purchase Contract Agent’s Knowledge of Defaults. The Purchase Contract Agent shall not be deemed to have notice or be charged with knowledge of any Fundamental Change, Termination Event or any default hereunder unless a Responsible Officer of the Purchase Contract Agent has received written notice from the Company or any Holder of such Fundamental Change, Termination Event or default at the Corporate Trust Office of the Purchase Contract Agent, and such notice references the Company, the Units and this Agreement and identifies such default.

Section 16.05. Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, and all obligations of the Holders from time to time hereunder pursuant to the Pledge, shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any provision of the Purchase Contracts or the Units or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the obligations of Holders of the Units under the related Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, this Agreement or any Purchase Contract or any other agreement or instrument relating thereto; or

(c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

Section 16.06. Notice of Termination Event. Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Purchase Contract Agent, the Collateral Agent and the Securities Intermediary.

126

Section 16.07. U.S.A. Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary. Accordingly, each of the parties agree to provide to the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary to comply with Applicable AML Law.

[SIGNATURES ON THE FOLLOWING PAGES]

127

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


NISOURCE INC.

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President, Investor Relations and Treasurer

Address for Notices:

NiSource Inc.

000 Xxxx 00^xx Xxxxxx,

Xxxxxxxxxxxx, Xxxxxxx

00000

Attention: Xxxxx Xxxxx

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


U.S. Bank National Association, as Purchase Contract Agent, attorney-in-fact of the Holders from time to time of the Units, Collateral Agent, Custodial Agent and Securities Intermediary

By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President

Address for Notices:

U.S. Bank National Association

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

EXHIBIT A

(FORM OF FACE OF CORPORATE UNITS CERTIFICATE)

[For inclusion in Global Certificates only—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-1

No. R-

Number of Corporate Units:

CUSIP No. 65473P 000

XXXX Xx. XX00000X0000

NISOURCE INC.

Series A Corporate Units

This Corporate Units Certificate certifies that [______] is the registered Holder of the number of Corporate Units set forth above [For inclusion in Global Certificates only—or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number, taken together with the number of all other Outstanding Corporate Units and the number of all Outstanding Treasury Units and Outstanding Cash Settled Units, shall not exceed 8,625,000. Each Corporate Unit consists of (i) an Applicable Ownership Interest in Mandatory Convertible Preferred Stock or an Applicable Ownership Interest in the Treasury Portfolio, subject to the Pledge thereof by such Holder pursuant to the Purchase Contract and Pledge Agreement and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company.

All capitalized terms used herein without definition herein and that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein.

In the event of any inconsistency between the provisions of this Corporate Units Certificate and the provisions of the Purchase Contract and Pledge Agreement, the provisions of the Purchase Contract and Pledge Agreement shall govern and control.

Pursuant to the Purchase Contract and Pledge Agreement, the Applicable Ownership Interest in Mandatory Convertible Preferred Stock or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Corporate Unit.

All payments, if any, with respect to the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or all payments with respect to the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units shall be paid on the dates and in the manner set forth in the Purchase Contract and Pledge Agreement.

The Company shall pay, on each Contract Adjustment Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 7.75% per year of the Stated Amount for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date. Such Contract Adjustment Payments shall be payable in cash, shares of Common Stock or a combination thereof, at the Company’s election, to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Contract Adjustment Payment Date. The Company may, at its option, defer such Contract Adjustment Payments as described in the Purchase Contract and Pledge Agreement. The Contract Adjustment Payments are unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing and future Indebtedness.

A-2

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a Purchase Price equal to the Stated Amount, a number of newly-issued shares of Common Stock of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of payment received in the Final Remarketing of the shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock equal to $1,000 per each such share thereof or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part.

If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments paid in cash will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date.

Each Purchase Contract evidenced hereby obligates the Holder and the Beneficial Owner to agree, for United States federal income tax purposes, to (i) treat the Beneficial Owner’s acquisition of the Corporate Units as an acquisition of the Mandatory Convertible Preferred Stock and Purchase Contract constituting each Corporate Unit, (ii) treat the Applicable Ownership Interests in Mandatory Convertible Preferred Stock as equity of the Company (iii) allocate, as of the date hereof, 100% of the purchase price for a Corporate Unit to the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and 0% to each Purchase Contract, which will establish the Beneficial Owner’s initial tax basis in each Purchase Contract as $0 and the Beneficial Owner’s initial tax basis in each Applicable Ownership Interest in Mandatory Convertible Preferred Stock as $100 and (iv) treat the Beneficial Owner as the owner of the applicable interests in the Collateral Account, including the Mandatory Convertible Preferred Stock.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual or electronic signature, this Corporate Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

A-3

IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.


NISOURCE INC.

By:
		Name:
		Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)

By:		U.S. Bank National Association, not individually but solely as attorney-in-fact of such Holder

By:
		Name:
		Title:

DATED:

A-4

CERTIFICATE OF AUTHENTICATION

OF PURCHASE CONTRACT AGENT

This is one of the Corporate Units Certificates referred to in the within mentioned Purchase Contract and Pledge Agreement.


U.S. Bank National Association, as Purchase Contract Agent

By:
		Authorized Signatory

DATED:

A-5

(REVERSE OF CORPORATE UNITS CERTIFICATE)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (as may be supplemented from time to time, the “Purchase Contract and Pledge Agreement”), between the Company and U.S. Bank National Association, as Purchase Contract Agent (in such capacity, including its successors thereunder, the “Purchase Contract Agent”), and as Collateral Agent, Custodial Agent and Securities Intermediary (in such capacities, including its successors thereunder, the “Collateral Agent”), to which Purchase Contract and Pledge Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Collateral Agent, the Company, and the Holders and of the terms upon which the Corporate Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Unit of which such Purchase Contract is a part shall have occurred.

No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 5.07 of the Purchase Contract and Pledge Agreement.

Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Corporate Units to purchase at the Purchase Price, and the Company to sell, a number of newly-issued shares of Common Stock determined pursuant to the Purchase Contract and Pledge Agreement.

In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a Termination Event shall have occurred, the Holder of this Corporate Units Certificate shall pay the Purchase Price for the shares of Common Stock to be purchased pursuant to each Purchase Contract evidenced hereby by effecting an Early Settlement or, if applicable, a Fundamental Change Early Settlement or from the proceeds of the Applicable Ownership Interests in the Treasury Portfolio or from the proceeds of the Final Remarketing of the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock.

As provided in the Purchase Contract and Pledge Agreement, upon the occurrence of an Unsuccessful Final Remarketing as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall be deemed to have automatically delivered the related Mandatory Convertible Preferred Stock to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts, as described in Section 5.02(b)(viii) of the Purchase Contract and Pledge Agreement, unless such Holder elects otherwise.

The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract and Pledge Agreement.

A-6

Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio forming a part of each Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent the right to receive the Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interest in Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio in accordance with the terms of the Purchase Contract and Pledge Agreement.

Under the terms of the Purchase Contract and Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, but only to the extent instructed in writing by the Holders. Upon receipt of notice of any meeting at which holders of Mandatory Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Mandatory Convertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Corporate Units the notice required by the Purchase Contract and Pledge Agreement.

The Corporate Units Certificates are issuable only in registered form and only in denominations of a single Corporate Unit and any integral multiple thereof. The transfer of any Corporate Units Certificate will be registered and Corporate Units Certificates may be exchanged as provided in the Purchase Contract and Pledge Agreement. A Holder who elects to substitute Treasury Securities or Cash for the Mandatory Convertible Preferred Stock thereby creating Treasury Units or Cash Settled Units, shall be responsible for any taxes, governmental charges or other fees or expenses payable in connection therewith. Except as provided in the Purchase Contract and Pledge Agreement, such Corporate Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Corporate Unit in respect of the Mandatory Convertible Preferred Stock and Purchase Contract constituting such Corporate Unit may be transferred and exchanged only as a Corporate Unit.

Subject to, and in compliance with, the conditions and terms set forth in the Purchase Contract and Pledge Agreement, the Holder of Corporate Units may effect a Collateral Substitution. From and after such Collateral Substitution, each Unit for which Pledged Treasury Securities secure the Holder’s obligations under the Purchase Contract shall be referred to as a “Treasury Unit”, and each Unit for which Pledged Cash secures the Holder’s obligations under the Purchase Contract shall be referred to as a “Cash Settled Unit”. A Holder may make such Collateral Substitution only in integral multiples of 10 Corporate Units for 10 Treasury Units or 10 Cash Settled Units, as the case may be.

A-7

Subject to and upon compliance with the provisions of, and certain exceptions described in, the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement or a Fundamental Change Early Settlement as provided in the Purchase Contract and Pledge Agreement.

Upon registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Corporate Units Certificate, by its acceptance hereof, irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Corporate Units evidenced hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact and the Holder of this Corporate Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the Purchase Contract Agent by the terms of the Purchase Contract and Pledge Agreement, the Remarketing Agreement, or under any other document or instrument referred to or provided for herein or in connection herewith; expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof and the Corporate Units evidenced hereby (including, but not limited to, the terms and provisions of the Purchase Contract and Pledge Agreement) for so long as it remains of a Holder of such Unit, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Mandatory Convertible Preferred Stock and the underlying Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying this Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, any payments with respect the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts and such Holder shall acquire no right, title or interest in such payments. The Holder of this Corporate Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase

A-8

Contract and Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of this Agreement shall be deemed by the Holder of this Corporate Units Certificate as being made by U.S. Bank in such other capacities without any further action by U.S. Bank in such other capacities.

Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof to the extent a different law would govern as a result.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

A copy of the Purchase Contract and Pledge Agreement is available for inspection at the Corporate Trust Office of the Purchase Contract Agent during regular business hours.

A-9

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM: as tenants in common


UNIF GIFT MN ACT:		Custodian
	(minor)		(cust)

Under Uniform Gifts to Minors Act of

TENANT: as tenants by the entireties

JT TEN: as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney, to transfer said Corporate Units Certificates on the books of NiSource Inc. with full power of substitution in the premises


Dated:		Signature
		NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever.
	Medallion Signature Guarantee:

A-10

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs the Purchase Contract Agent that a certificate (including in book-entry if requested by the Holder) for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of, or beneficial interests therein are to be transferred to, a Person other than the undersigned (or the Beneficial Owner of this Certificate), the undersigned (or the Beneficial Owner of this Certificate) will pay any transfer tax payable incident thereto.


Dated:		(if assigned to another person)
If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:		REGISTERED HOLDER Please print name and address of registered Holder:

Name		Name

Address		Address



DTC Participant Code		DTC Participant Code


Social Security or other Taxpayer Identification Number, if any

Signature
Medallion Signature Guarantee:

A-11

ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT

The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 10 Corporate Units or an integral multiple thereof. The undersigned Holder directs the Purchase Contract Agent that a certificate for shares (including in book-entry if requested by the Holder) of Common Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check for any fractional shares and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.


Dated:				Signature

Medallion Signature Guarantee: ______________________

Number of Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected:


If shares of Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Convertible Preferred Shares are to be transferred to a Person other than the Holder, please (i) print such Person’s name and address below, and (ii) provide a guarantee of your signature:		REGISTERED HOLDER Please print name and address of registered Holder:

Name		Name
Address		Address



DTC Participant Code		DTC Participant Code

A-12

Social Security or other Taxpayer Identification Number, if any

Signature:

Medallion Signature

Guarantee:

Transfer Instructions for Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]:

A-13

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN

GLOBAL CERTIFICATE

The initial number of Corporate Units evidenced by this Global Certificate is _________. The following increases or decreases in this Global Certificate have been made:


Date		Amount of increase in number of Corporate Units evidenced by the Global Certificate		Amount of decrease in number of Corporate Units evidenced by the Global Certificate		Number of Corporate Units evidenced by this Global Certificate following such decrease or increase		Signature of authorized signatory of Paying Agent

A-14

EXHIBIT B

(FORM OF FACE OF TREASURY UNITS CERTIFICATE)

X-0


Xx. XX–		XXXXX Xx. 00000X 139
Number of Treasury Units:		ISIN No. US65473P1396

NISOURCE INC.

Series A Treasury Units

This Treasury Units Certificate certifies that [______] is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Certificates only—or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number, taken together with the number of all other Outstanding Treasury Units and the number of all Outstanding Corporate Units and Outstanding Cash Settled Units, shall not exceed 8,625,000. Each Treasury Unit consists of (i) an undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company.

All capitalized terms used herein without definition herein and that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein.

In the event of any inconsistency between the provisions of this Treasury Units Certificate and the provisions of the Purchase Contract and Pledge Agreement, the provisions of the Purchase Contract and Pledge Agreement shall govern and control.

Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Security underlying each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit.

The Company shall pay, on each Contract Adjustment Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 7.75% per year of the Stated Amount for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date. Such Contract Adjustment Payments shall be payable in cash, shares of Common Stock or a combination thereof, at the Company’s election, to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Contract Adjustment Payment Date. The Company may, at its option, defer such Contract Adjustment Payments as described in the Purchase Contract and Pledge Agreement. The Contract Adjustment Payments are unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing and future Indebtedness.

Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental

B-2

Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Security pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part.

Contract Adjustment Payments paid in cash will be payable at the office of the Purchase Contract Agent in New York City, except that Contract Adjustment Payments with respect to Global Certificates will be made by wire transfer of immediately available funds to the Depositary. If the book-entry system for the Treasury Units has been terminated, the Contract Adjustment Payments paid in cash will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual or electronic signature, this Treasury Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

B-3

IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.


NISOURCE INC.

By:
		Name:
		Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)

By:		U.S. Bank National Association, not individually but solely as attorney-in-fact of such Holder

By:
		Name:
		Title:

DATED: __________________________

B-4

CERTIFICATE OF AUTHENTICATION OF

PURCHASE CONTRACT AGENT

This is one of the Treasury Unit Certificates referred to in the within mentioned Purchase Contract and Pledge Agreement.


U.S. Bank National Association, as Purchase Contract Agent

By:
		Authorized Signatory

DATED: ____________________

B-5

(REVERSE OF TREASURY UNITS CERTIFICATE)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (as may be supplemented from time to time, the “Purchase Contract and Pledge Agreement”), between the Company and U.S. Bank National Association, as Purchase Contract Agent (in such capacity, including its successors thereunder, the “Purchase Contract Agent”), and as Collateral Agent, Custodial Agent and Securities Intermediary (in such capacities, including its successors thereunder, the “Collateral Agent”), to which Purchase Contract and Pledge Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Collateral Agent, the Company and the Holders and of the terms upon which the Treasury Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of newly issued shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred.

No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 5.07 of the Purchase Contract and Pledge Agreement.

Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Treasury Units to purchase at the Purchase Price and the Company to sell, a number of newly issued shares of Common Stock determined pursuant to the Purchase Contract and Pledge Agreement.

In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a Termination Event shall have occurred, the Holder of this Treasury Units Certificate shall pay the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by effecting an Early Settlement or, if applicable, a Fundamental Change Early Settlement of each such Purchase Contract or by applying the proceeds of the Treasury Security underlying such Holder’s Treasury Unit equal to the Purchase Price for such Purchase Contract to the purchase of the Common Stock.

B-6

appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Security underlying each Treasury Unit from the Pledge. A Treasury Unit shall thereafter represent the right to receive the Treasury Security underlying such Treasury Unit, in accordance with the terms of the Purchase Contract and Pledge Agreement.

The Treasury Units Certificates are issuable only in registered form and only in denominations of a single Treasury Unit and any integral multiple thereof. The transfer of any Treasury Units Certificate will be registered and Treasury Units Certificates may be exchanged as provided in the Purchase Contract and Pledge Agreement. A Holder who elects to substitute Mandatory Convertible Preferred Stock for the Treasury Security, thereby recreating Corporate Units, shall be responsible for any taxes, governmental charges or other fees or expenses payable in connection therewith. Except as provided in the Purchase Contract and Pledge Agreement, such Treasury Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and the Purchase Contract constituting such Treasury Unit may be transferred and exchanged only as a Treasury Unit.

Subject to, and in compliance with, the conditions and terms set forth in the Purchase Contract and Pledge Agreement, the Holder of Treasury Units may effect a Collateral Substitution. From and after such Collateral Substitution, each Unit for which Pledged Convertible Preferred Shares secure the Holder’s obligations under the Purchase Contract shall be referred to as a “Corporate Unit”. A Holder may make such Collateral Substitution only in integral multiples of 10 Treasury Units for 10 Corporate Units.

Upon registration of transfer of this Treasury Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Treasury Units Certificate, by its acceptance hereof, irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact, and the Holder of this Treasury Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the Purchase Contract Agent by the

B-7

terms of the Purchase Contract and Pledge Agreement, the Remarketing Agreement, or under any other document or instrument referred to or provided for herein or in connection herewith; expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof and the Treasury Units evidenced hereby (including, but not limited to, the terms and provisions of the Purchase Contract and Pledge Agreement) for so long as it remains of a Holder of such Unit, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Security underlying this Treasury Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, payments in respect of the Treasury Security on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts and such Holder shall acquire no right, title or interest in such payments. The Holder of this Treasury Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of this Agreement shall be deemed by the Holder of this Treasury Units Certificate as being made by U.S. Bank in such other capacities without any further action by U.S. Bank in such other capacities.

Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

B-8

A copy of the Purchase Contract and Pledge Agreement is available for inspection at the Corporate Trust Office of the Purchase Contract Agent during regular business hours.

B-9

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM: as tenants in common

UNIF GIFT MN ACT: Custodian

(cust) (minor)

Under Uniform Gifts to Minors Act of

TENANT: as tenants by the entireties

JT TEN: as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney, to transfer said Treasury Units Certificates on the books of NiSource Inc., with full power of substitution in the premises

Dated:

Signature

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face

of the within Treasury Units Certificates in every particular, without alteration or enlargement or

any change whatsoever.

Medallion Signature Guarantee: _____________________________

B-10

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs the Purchase Contract Agent that a certificate (including in book-entry if requested by the Holder) for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of, or beneficial interests therein are to be transferred to, a Person other than the undersigned (or the Beneficial Owner of this Certificate), the undersigned (or the Beneficial Owner of this Certificate) will pay any transfer tax payable incident thereto.


Dated:		(if assigned to another person)
If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:		REGISTERED HOLDER Please print name and address of registered Holder:

Name		Name
Address		Address



DTC Participant Code		DTC Participant Code

Social Security or other Taxpayer Identification Number, if any
Signature

Medallion Signature Guarantee: _____________________________

B-11

ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT

The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units in multiples of 10 Treasury Units or an integral multiple thereof. The undersigned Holder directs the Purchase Contract Agent that a certificate (including in book-entry if requested by the Holder) for shares of Common Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check for any fractional shares and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The relevant Treasury Security deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.



Dated:		Signature

Medallion Signature Guarantee: _____________________________

Number of Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected:


If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to and Proceeds of the relevant Treasury Security are to be transferred to a Person other than the Holder, please (i) print such Person’s name and address below, and (ii) provide a guarantee of your signature:		REGISTERED HOLDER Please print name and address of registered Holder:

Name		Name
Address		Address



DTC Participant Code		DTC Participant Code

Social Security or other Taxpayer Identification Number, if any

REGISTERED HOLDER

Signature:

B-12

Medallion Signature

Guarantee:

Transfer Instructions for the applicable Treasury Security Transferable upon [Early Settlement] [Fundamental Change Early Settlement]:

B-13

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN

GLOBAL CERTIFICATE

The initial number of Treasury Units evidenced by this Global Certificate is _________. The following increases or decreases in this Global Certificate have been made:


Date		Amount of increase in number of Treasury Units evidenced by the Global Certificate		Amount of decrease in number of Treasury Units evidenced by the Global Certificate		Number of Treasury Units evidenced by this Global Certificate following such decrease or increase		Signature of authorized signatory of Paying Agent

B-14

EXHIBIT C

(FORM OF FACE OF CASH SETTLED UNITS CERTIFICATE)

C-1


No. CA–		CUSIP No. 65473P 147
Number of Cash Settled Units:		ISIN No. US65473P1479

NISOURCE INC.

Series A Cash Settled Units

This Cash Settled Units Certificate certifies that [_____] is the registered Holder of the number of Cash Settled Units set forth above [For inclusion in Global Certificates only—or such other number of Cash Settled Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number, taken together with the number of all other Outstanding Cash Settled Units and the number of all Outstanding Corporate Units and Outstanding Treasury Units, shall not exceed 8,625,000. Each Cash Settled Unit consists of (i) $100 in Cash, subject to the Pledge thereof by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company.

All capitalized terms used herein without definition herein and that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Purchase Contract and Pledge Agreement, the Cash underlying each Cash Settled Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Cash Settled Unit.

The Company shall pay, on each Contract Adjustment Payment Date, in respect of each Purchase Contract forming part of a Cash Settled Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 7.75% per year of the Stated Amount for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date. Such Contract Adjustment Payments shall be payable in cash, shares of Common Stock or a combination thereof, at the Company’s election, to the Person in whose name this Cash Settled Units Certificate is registered at the close of business on the Record Date for such Contract Adjustment Payment Date. The Company may, at its option, defer such Contract Adjustment Payments as described in the Purchase Contract and Pledge Agreement. The Contract Adjustment Payments are unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing and future Indebtedness.

Each Purchase Contract evidenced hereby obligates the Holder of this Cash Settled Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby shall be paid on the Purchase Contract Settlement Date by application of the Cash pledged to secure the obligations under such Purchase Contract of the Holder of the Cash Settled Units of which such Purchase Contract is a part.

C-2

Contract Adjustment Payments paid in cash will be payable at the office of the Purchase Contract Agent in New York City, except that Contract Adjustment Payments with respect to Global Certificates will be made by wire transfer of immediately available funds to the Depositary. If the book-entry system for the Cash Settled Units has been terminated, the Contract Adjustment Payments paid in cash will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date.

Each Purchase Contract evidenced hereby obligates the Holder and the Beneficial Owner to agree, for United States federal income tax purposes, to (i) treat the Beneficial Owner’s acquisition of the Cash Settled Units as an acquisition of the Cash and Purchase Contracts constituting the Cash Settled Units and (ii) treat the Beneficial Owner as the owner of the Cash.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual or electronic signature, this Cash Settled Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

C-3

IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.


NISOURCE INC.

By:
		Name:
		Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)

By:		U.S. Bank National Association, not individually but solely as attorney-in-fact of such Holder

By:
		Name:
		Title:

DATED: ______________________

C-4

CERTIFICATE OF AUTHENTICATION OF

PURCHASE CONTRACT AGENT

This is one of the Cash Settled Units referred to in the within mentioned Purchase Contract and Pledge Agreement.


U.S. Bank National Association, as Purchase Contract Agent

By:
		Authorized Signatory

DATED: ______________________

C-5

(REVERSE OF CASH SETTLED UNITS CERTIFICATE)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (as may be supplemented from time to time, the “Purchase Contract and Pledge Agreement”), between the Company and U.S. Bank National Association, as Purchase Contract Agent (in such capacity, including its successors thereunder, the “Purchase Contract Agent”), and as Collateral Agent, Custodial Agent and Securities Intermediary (in such capacities, including its successors thereunder, the “Collateral Agent”), to which Purchase Contract and Pledge Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Collateral Agent, the Company and the Holders and of the terms upon which the Cash Settled Units Certificates are, and are to be, executed and delivered.

No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 5.07 of the Purchase Contract and Pledge Agreement.

Each Purchase Contract evidenced hereby that is settled through Fundamental Change Early Settlement shall obligate the Holder of the related Cash Settled Units to purchase at the Purchase Price and the Company to sell, a number of newly issued shares of Common Stock determined pursuant to the Purchase Contract and Pledge Agreement.

In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a Termination Event shall have occurred, the Holder of this Cash Settled Units Certificate shall pay the Purchase Price for the shares of Common Stock to be purchased pursuant to each Purchase Contract evidenced hereby by effecting, if applicable, a Fundamental Change Early Settlement of each such Purchase Contract or by applying the Cash underlying such Holder’s Cash Settled Unit equal to the Purchase Price for such Purchase Contract to the purchase of the Common Stock.

C-6

The Cash Settled Units Certificates are issuable only in registered form and only in denominations of a single Cash Settled Unit and any integral multiple thereof. The transfer of any Cash Settled Units Certificate will be registered and Cash Settled Units Certificates may be exchanged as provided in the Purchase Contract and Pledge Agreement. A Holder who elects to substitute Mandatory Convertible Preferred Stock for the Cash, thereby recreating Corporate Units, shall be responsible for any taxes, governmental charges or other fees or expenses payable in connection therewith. Except as provided in the Purchase Contract and Pledge Agreement, a Cash Settled Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Cash Settled Unit in respect of the Cash and the Purchase Contract constituting such Cash Settled Unit may be transferred and exchanged only as a Cash Settled Unit.

Subject to, and in compliance with, the conditions and terms set forth in the Purchase Contract and Pledge Agreement, the Holder of Cash Settled Units may effect a Collateral Substitution. From and after such Collateral Substitution, each Unit for which Pledged Convertible Preferred Shares secure the Holder’s obligations under the Purchase Contract shall be referred to as a “Corporate Unit”. A Holder may make such Collateral Substitution only in integral multiples of 10 Cash Settled Units for 10 Corporate Units.

Subject to and upon compliance with the provisions of, and certain exceptions described in, the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting a Fundamental Change Early Settlement as provided in the Purchase Contract and Pledge Agreement.

Upon registration of transfer of this Cash Settled Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Cash Settled Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Cash Settled Units Certificate, by its acceptance hereof, irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Cash Settled Units evidenced hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact, and the Holder of this Cash Settled Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the Purchase Contract Agent by the terms of the Purchase Contract and Pledge Agreement, the Remarketing Agreement, or under

C-7

any other document or instrument referred to or provided for herein or in connection herewith; expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof and the Cash Settled Units evidenced hereby (including, but not limited to, the terms and provisions of the Purchase Contract Agreement) for so long as it remains of a Holder of such Unit, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Cash underlying this Cash Settled Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, on the Purchase Contract Settlement Date an amount of Pledged Cash equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Purchase Contracts. The Holder of this Cash Settled Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of this Agreement shall be deemed by the Holder of this Cash Settled Units Certificate as being made by U.S. Bank in such other capacities without any further action by U.S. Bank in such other capacities.

Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Cash Settled Units Certificate is registered as the owner of the Cash Settled Units evidenced hereby for the purpose of receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

A copy of the Purchase Contract and Pledge Agreement is available for inspection at the Corporate Trust Office of the Purchase Contract Agent during regular business hours.

C-8

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM: as tenants in common

UNIF GIFT MN ACT: Custodian

(cust) (minor)

Under Uniform Gifts to Minors Act of

TENANT: as tenants by the entireties

JT TEN: as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Cash Settled Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney, to transfer said Cash Settled Units Certificates on the books of NiSource Inc., with full power of substitution in the premises

Dated:

Signature

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face

of the within Cash Settled Units Certificates in every particular, without alteration or enlargement or

any change whatsoever.

Medallion Signature Guarantee: __________________________

C-9

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs the Purchase Contract Agent that a certificate (including in book-entry if requested by the Holder) for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of, or beneficial interests therein are to be transferred to, a Person other than the undersigned (or the Beneficial Owner of this Certificate), the undersigned (or the Beneficial Owner of this Certificate) will pay any transfer tax payable incident thereto.


Dated:				(if assigned to another person)
If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:				REGISTERED HOLDER Please print name and address of registered Holder:
Name				Name
Address				Address


DTC Participant Code				DTC Participant Code


Social Security or other Taxpayer Identification Number, if any
Signature

Medallion Signature Guarantee: _______________________

C-10

ELECTION TO FUNDAMENTAL CHANGE EARLY SETTLEMENT

The undersigned Holder of this Cash Settled Units Certificate hereby irrevocably exercises the option to effect Fundamental Change Early Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect Fundamental Change Early Settlement may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs the Purchase Contract Agent that a certificate (including in book-entry if requested by the Holder) for shares of Common Stock deliverable upon such Fundamental Change Early Settlement be registered in the name of, and delivered, together with a check for any fractional shares and any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which Fundamental Change Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such Fundamental Change Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.


Dated:		Signature

Medallion Signature Guarantee: __________________________

Number of Cash Settled Units evidenced hereby as to which Fundamental Change Early Settlement of the related Purchase Contracts is being elected:


If shares of Common Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please (i) print such Person’s name and address below, and (ii) provide a guarantee of your signature:				REGISTERED HOLDER Please print name and address of registered Holder:
Name				Name
Address				Address




DTC Participant Code				DTC Participant Code


Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER


Signature:
Medallion Signature
Guarantee:

C-11

Transfer Instructions for Pledged Cash Transferable upon Fundamental Change Early Settlement:

C-12

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN

GLOBAL CERTIFICATE

The initial number of Cash Settled Units evidenced by this Global Certificate is _________. The following increases or decreases in this Global Certificate have been made:

Date

Amount of increase in

number of Cash Settled

Units evidenced by the

Global Certificate

Amount of decrease in

number of Cash Settled

Units

evidenced by the Global

Certificate

Number of Cash

Settled

Units evidenced by

this

Global Certificate

following such

decrease

or increase

Signature of

authorized

signatory of Paying

Agent

C-13

EXHIBIT D

INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER

(To Create Treasury Units or Corporate Units)

U.S. Bank National Association,

as Purchase Contract Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	[Corporate Units CUSIP No. 65473P 121] [ Treasury Units CUSIP No. 65473P 139] [Cash Settled Units CUSIP No. 65473P 147] of NiSource Inc., a Delaware corporation (the “Company”).

The undersigned Holder hereby notifies you that it has deposited with U.S. Bank National Association, as Collateral Agent, for credit to the Collateral Account, $[____] [Value of Mandatory Convertible Preferred Stock] [Treasury Securities] in exchange for [an equal Value of Pledged Treasury Securities] [an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock] [Treasury Securities] [Cash] related to such [Corporate Units] [Treasury Units] [Cash Settled Units].


Dated:		Signature:

Medallion Signature Guarantee: __________________


Please print name and address of registered Holder:

Name				Social Security or other Taxpayer Identification Number, if any
Address

DTC Participant Code				DTC Participant Code

D-1

Copy to: Computershare Trust Company, N.A.

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

D-2

EXHIBIT E

INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER

(To Create Cash Settled Units)

U.S. Bank National Association,

as Purchase Contract Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re: Cash Settled Units of NiSource Inc., a Delaware corporation (the “Company”).

The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Collateral Agent, for credit to the Collateral Account, $[____] in exchange for an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock related to such Corporate Units.


Dated:		Signature:

Medallion Signature Guarantee: ______________________


Please print name and address of registered Holder:

Name				Social Security or other Taxpayer Identification Number, if any
Address

DTC Participant Code				DTC Participant Code

Copy to: Computershare Trust Company, N.A.

E-1

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

E-2

EXHIBIT F

NOTICE FROM PURCHASE CONTRACT AGENT

TO HOLDERS UPON TERMINATION EVENT

(Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

Attention:

Telecopy:

Re:	[Corporate Units] [ Treasury Units] [ Cash Settled Units] of NiSource Inc., a Delaware corporation (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), between the Company and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time and as the Collateral Agent, the Custodial Agent and the Securities Intermediary.

We hereby notify you that a Termination Event has occurred and that [the Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock] [the Applicable Ownership Interests in the Treasury Portfolio] [the Proceeds of the Treasury Security] [Pledged Cash] comprising a portion of your ownership interest in [ ] [Corporate Units] [Treasury Units] [Cash Settled Units] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such [Mandatory Convertible Preferred Stock] [Applicable Ownership Interests in the Treasury Portfolio] [Proceeds of the Treasury Security] [Pledged Cash] (the “Released Securities”).

Pursuant to Section 3.16(a) of the Purchase Contract and Pledge Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate Units] [Treasury Units] [Cash Settled Units] effected through book-entry or by delivery to us of your [Corporate Units Certificate] [Treasury Units Certificate] [Cash Settled Units Certificate], we shall transfer the Released Securities by [book-entry transfer] [wire transfer] or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate Units] [Treasury Units] [Cash Settled Units] are transferred or your [Corporate Units Certificate] [Treasury Units Certificate] [Cash Settled Units Certificate] is surrendered or evidence is provided that such [Corporate Units Certificate]

F-1

[Treasury Units Certificate] [Cash Settled Units Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require.

Date:


U.S. Bank National Association, as Purchase Contract Agent

By:
		Name:
		Title:

Copy to: Computershare Trust Company, N.A.

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

F-2

EXHIBIT G

INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Treasury Units)

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Corporate Units of NiSource Inc. (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, as Securities Intermediary, as Custodial Agent, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

We hereby notify you in accordance with Section 3.12(a) of the Agreement that the holder of securities named below (the “Holder”) has elected to substitute [____] Treasury Securities and/or security entitlements with respect thereto in exchange for an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock relating to Corporate Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities and/or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such Treasury Securities and/or security entitlements with respect thereto have been credited to the Collateral Account, to release to the undersigned an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto related to [____] Corporate Units of such Holder in accordance with Section 3.12(a) of the Agreement.

G-1

Date:


U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units

By:
		Name:
		Title:

Please print name and address of Holder electing to substitute Treasury Securities and/or security entitlements with respect thereto for the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock:


Please print name and address of registered Holder:
Name:				Social Security or other Taxpayer Identification Number, if any
Address


DTC Participant Code				DTC Participant Code

Copy to: Computershare Trust Company, N.A.

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

G-2

EXHIBIT H

INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Creation of Treasury Units)

U.S. Bank National Association,

as Securities Intermediary

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Corporate Units of NiSource Inc. (the “Company”)

This notice relates to the securities account of U.S. Bank National Association, as Collateral Agent, maintained by the Securities Intermediary and designated “NiSource, Inc. Collateral Account” (the “Collateral Account”).

When you have confirmed that [____] Treasury Securities and/or security entitlements with respect thereto have been credited to the Collateral Account by or for the benefit of [____], as Holder of Corporate Units (the “Holder”), you are hereby instructed to release from the Collateral Account an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto relating to [____] Corporate Units of the Holder by Transfer to the Purchase Contract Agent.

Date:


U.S. Bank National Association, as Collateral Agent

By:
		Name:
		Title:

H-1

EXHIBIT I

INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Cash Settled Units)

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Corporate Units of NiSource Inc. (the “Company”)

We hereby notify you in accordance with Section 3.13(a) of the Agreement that the holder of securities named below (the “Holder”) has elected to substitute $[____] of Cash in exchange for an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock relating to Corporate Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Cash to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such Cash has been credited to the Collateral Account, to release to the undersigned an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto related to [____] Corporate Units of such Holder in accordance with Section 3.13(a) of the Agreement.

Date:


U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units

By:
		Name:
		Title:

I-1

Please print name and address of Holder electing to substitute Cash for the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock:


Please print name and address of registered Holder:
Name:				Social Security or other Taxpayer Identification Number, if any
Address


DTC Participant Code				DTC Participant Code

Copy to: Computershare Trust Company, N.A.

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

I-2

EXHIBIT J

INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Creation of Cash Settled Units)

U.S. Bank National Association,

as Securities Intermediary

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Corporate Units of NiSource Inc. (the “Company”)

This notice relates to the securities account of U.S. Bank as Collateral Agent, as Collateral Agent, maintained by the Securities Intermediary and designated “NiSource, Inc. Collateral Account” (the “Collateral Account”).

When you have confirmed that $[ ] of Cash has been credited to the Collateral Account by or for the benefit of [ ], as Holder of Corporate Units (the “Holder”), you are hereby instructed to release from the Collateral Account an equal Value of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto relating to [ ] Corporate Units of the Holder by Transfer to the Purchase Contract Agent.

Date:


U.S. Bank National Association, as Collateral Agent

By:
		Name:
		Title:

J-1

EXHIBIT K

INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Recreation of Corporate Units)

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	[Treasury][Cash Settled] Units of NiSource Inc. (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, as Securities Intermediary, as Custodial Agent, as Purchase Contract Agent and as attorney-in-fact for the holders of [Treasury][Cash Settled] Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

We hereby notify you in accordance with [Section 3.14(a)] [Section 3.15(a)] of the Agreement that the holder of securities named below (the “Holder”) has elected to substitute $[____] Value of Mandatory Convertible Preferred Stock or security entitlements with respect thereto in exchange for the [Treasury Securities] [Cash] relating to [____] [Treasury][Cash Settled] Units and has delivered to the undersigned a notice stating that the holder has Transferred such Mandatory Convertible Preferred Stock or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such Mandatory Convertible Preferred Stock or security entitlements with respect thereto have been credited to the Collateral Account, to release to the undersigned the [proceeds of the Treasury Security related to [____] Treasury Units][Cash related to [___] Cash Settled Units] of such Holder in accordance with [Section 3.14(a)] [Section 3.15(a)] of the Agreement.

Date:


U.S. Bank National Association, as Purchase Contract Agent

By:
		Name:
		Title:

K-1


Please print name and address of registered Holder:
Name:				Social Security or other Taxpayer Identification Number, if any
Address



DTC Participant Code				DTC Participant Code

Copy to: Computershare Trust Company, N.A.

Transfer Agent and Registrar

000 Xxxxx 0^xx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

0-000-000-0000

K-2

EXHIBIT L

INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Recreation of Corporate Units)

U.S. Bank National Association,

as Securities Intermediary

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	[Treasury][Cash Settled] Units of NiSource Inc. (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Securities Intermediary, Custodial Agent, Collateral Agent, Purchase Contract Agent and attorney-in-fact for the holders of [Treasury] [Cash Settled] Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

When you have confirmed that $[____] Value of Mandatory Convertible Preferred Stock or security entitlements with respect thereto has been credited to the Collateral Account by or for the benefit of [____], as Holder of [Treasury] [Cash Settled] Units (the “Holder”), you are hereby instructed to release from the Collateral Account the [Treasury Securities corresponding to [____] Treasury Units] [Cash corresponding to [____] Cash Settled Units] by Transfer to the Purchase Contract Agent.

Date:


U.S. Bank National Association, as Collateral Agent

By:
		Name:
		Title:

L-1

EXHIBIT M

INSTRUCTION FROM HOLDER OF SEPARATE SHARES OF

MANDATORY CONVERTIBLE PREFERRED STOCK TO CUSTODIAL AGENT

REGARDING REMARKETING

U.S. Bank National Association,

as Custodial Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Mandatory Convertible Preferred Stock of NiSource Inc. (the “Company”)

The undersigned Holder hereby notifies you in accordance with Section 5.02(d) of the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, Custodial Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to deliver [____] aggregate number of Separate Shares of Mandatory Convertible Preferred Stock for delivery to a Remarketing Agent prior to a Remarketing, other than during a Blackout Period, for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned will, upon request of a Remarketing Agent, execute and deliver any additional documents deemed by such Remarketing Agent or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Separate Shares of Mandatory Convertible Preferred Stock tendered hereby. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

The undersigned hereby instructs you, upon receipt of the Proceeds of a Successful Remarketing from the Remarketing Agent, to deliver such Proceeds to the undersigned in accordance with the instructions indicated herein under “A. Payment Instructions” or the Depositary in accordance with the Applicable Procedures of the Depositary if such Remarketing was effected through DTC. The undersigned hereby instructs you, in the event of an Unsuccessful Remarketing, upon receipt of the Separate Shares of Mandatory Convertible Preferred Stock tendered herewith from the Remarketing Agents, to deliver such Separate Shares of Mandatory Convertible Preferred Stock to the person(s) and the address(es) indicated herein under “B. Delivery Instructions.”

With this notice, the undersigned hereby (i) represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Separate Shares of Mandatory Convertible Preferred Stock tendered hereby and that the undersigned is the record owner of any Separate Shares of Mandatory Convertible Preferred Stock tendered herewith in physical form or a participant in The Depository Trust Company (“DTC”) and the beneficial owner of any Separate Shares of Mandatory Convertible Preferred Stock tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to be bound by the terms and conditions of Section 5.02 of the Agreement and (iii) acknowledges and agrees that after 4:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Applicable

M-1

Remarketing Period, such election shall become an irrevocable election to have such Separate Shares of Mandatory Convertible Preferred Stock remarketed in each Remarketing during the Applicable Remarketing Period, and that the Separate Shares of Mandatory Convertible Preferred Stock tendered herewith will only be returned in the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(viii) of the Agreement.

Date:


By:
		Name:
		Title:



Medallion
Signature
Guarantee:


Name:				Social Security or other Taxpayer Identification Number, if any
Address



DTC Participant Code

A. PAYMENT INSTRUCTIONS

Proceeds of a Successful Remarketing should be paid by the following wire instructions, or if unavailable by check in the name of the person(s) set forth below and mailed to the address set forth below.

[Wire Instructions]

Name(s)

(Please Print)

Address

(Please Print)

M-2

(Zip Code)

(Tax Identification or Social Security Number)

(DTC Participant Code)

B. DELIVERY INSTRUCTIONS

In the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(viii) of the Agreement, shares of Mandatory Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.

Name(s)

(Please Print)

Address

(Please Print)

(Zip Code)

(Tax Identification or Social Security Number)

(DTC Participant Code)

In the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(viii) of the Agreement, shares of Mandatory Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below.

DTC Account Number

Name of Account Party:

M-3

EXHIBIT N

INSTRUCTION FROM HOLDER OF SEPARATE SHARES OF

MANDATORY CONVERTIBLE PREFERRED STOCK TO CUSTODIAL AGENT

REGARDING WITHDRAWAL FROM REMARKETING

U.S. Bank National Association,

as Custodial Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re: Mandatory Convertible Preferred Stock of NiSource Inc. (the “Company”)

The undersigned Holder hereby notifies you in accordance with Section 5.02(d) of the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, Custodial Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the [____] Separate Shares of Mandatory Convertible Preferred Stock delivered to you for Remarketing pursuant to Section 5.02 of the Agreement. The undersigned hereby instructs you to return such Separate Shares of Mandatory Convertible Preferred Stock to the person(s) and the address(es) indicated herein below under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 5.02 of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

Date:


By:
		Name:
		Title:



Medallion
Signature
Guarantee:


Name:				Social Security or other Taxpayer Identification Number, if any
Address:

N-1

A. Delivery Instructions

In the event of a withdrawal of Separate Shares of Mandatory Convertible Preferred Stock from a Remarketing, Separate Shares of Mandatory Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.


Name(s):
		(Please Print)
Address:
		(Please Print)


(Zip Code)


(Zip Code)

In the event of a withdrawal of Separate Shares of Mandatory Convertible Preferred Stock from a Remarketing, Separate Shares of Mandatory Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below.

DTC Account Number:

Name of Account Party:

N-2

EXHIBIT O

NOTIFICATION FROM PURCHASE CONTRACT AGENT TO

COLLATERAL AGENT REGARDING [FUNDAMENTAL CHANGE

EARLY SETTLEMENT][EARLY SETTLEMENT]

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Mandatory Convertible Preferred Stock of NiSource Inc. (the “Company”)

The undersigned hereby notifies you in accordance with Section [5.04(a)][5.06(a)] of the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, Custodial Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for [a Fundamental Change Early Settlement][an Early Settlement] (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price.


Holder:


Purchase Price:


U.S. Bank National Association, as Purchase Contract Agent

By:
		Name:
		Title:


DATED:

O-1

EXHIBIT P

NOTICE TO SETTLE WITH CASH AFTER UNSUCCESSFUL FINAL

REMARKETING

U.S. Bank National Association,

as Purchase Contract Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re:	Corporate Units of NiSource Inc., a Delaware corporation (the “Company”).

The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(viii) of the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Purchase Contract and Pledge Agreement”), between the Company and you, as the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds), $[____] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [____] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash.


Dated: __________		Signature: ______________________________________________

Medallion Signature Guarantee: _____________________


Please print name and address of registered Holder:
Name				Social Security or other Taxpayer Identification Number, if any
Address

Name of DTC Participant:

DTC Participant code:

Phone:

Email:

P-1

EXHIBIT Q

NOTICE FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Settlement with Separate Cash)

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re: Corporate Units of NiSource Inc. (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, as Securities Intermediary, as Custodial Agent, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

We hereby notify you in accordance with Section 5.02(b)(viii) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [____] Purchase Contracts related to its Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock with [____] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect.

We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(viii) of the Agreement in lieu of delivery of the Mandatory Convertible Preferred Stock underlying such Holder’s Applicable Ownership Interests in Mandatory Convertible Preferred Stock, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(viii) of the Agreement, (B) promptly release from the Pledge the Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such shares of Mandatory Convertible Preferred Stock to us for distribution to such Holder in accordance with the terms provided for in the Agreement, in each case free and clear of the Pledge created by the Agreement.

Q-1

Please print name and address of registered Holder:


Name				Social Security or other Taxpayer Identification Number, if any
Address

DTC Participant Code


U.S. Bank National Association, as Purchase Contract Agent

By:
		Name:
		Title:


DATED:

Q-2

EXHIBIT R

NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM

SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT

AND COLLATERAL AGENT

(Settlement with Separate Cash)

U.S. Bank National Association,

as Purchase Contract Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

U.S. Bank National Association,

as Collateral Agent

CityPlace I, 000 Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Global Corporate Trust

Re: Corporate Units of NiSource Inc. (the “Company”)

Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein.

In accordance with Section 5.02(b)(viii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [____] $[____] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [____] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate of [____] shares of Mandatory Convertible Preferred Stock underlying related Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge and Transferred to the Purchase Contract Agent.

Date:


U.S. Bank National Association, as Securities Intermediary

		Name:
		Title:

R-1

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PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of April 19, 2021 between NiSource Inc. and U.S. Bank National Association as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary

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