Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf ofof the Company (including any successor entity), the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and additions to tax related thereto, and, for the avoidance of whatever nature doubt, including any withholding or deduction for or on account of the foregoing) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If the Company or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by a taxing authority within or on behalf of (1) any jurisdiction (other than the United States) in which the Successor Company isis or was incorporated, for tax purposesengaged in business, organized or resident or doing business or through which payment is made or deemed made (for tax purposes or any political subdivision or taxing authority thereof or thereintherein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Company (eachincluding, as applicablewithout limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Relevant Taxing Tax Jurisdiction”)) in respect of any payments under or with respect to the Notes, unless such withholding including, without limitation, payments of principal, Redemption Price, purchase price, payments upon conversion, interest or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so requiredpremium, the Successor Company shall will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by the each beneficial owner of Notes after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the respective amounts that would have been received by and retained in respect of such beneficial owner had no payments in the absence of such withholding or deduction been requireddeduction; provided provided, however, that no Additional Amounts shall will be payablepayable with respect to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s consolidated properties and assets to, another company pursuant to Section 11.0210.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority (“Taxes”) within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest Special Interest, if any, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Ordinary Shares (together with payments of cash, cash in each case, lieu of fractional Ordinary Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within Israel, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or the Paying Agent, the Successor Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Applicable Redemption Price and or the Fundamental Change Repurchase Note Acceleration Repayment Price), as applicable, payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the any Redemption Price Price) and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversioninterest, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature nature, unless such withholding or deduction is required by law. In the event that any such taxes, duties, assessments or governmental charges imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor is, for tax purposes, organized or resident or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding ) are required to be withheld or deduction is required deducted from any payments made by law the Company or by regulation or governmental policy having its Paying Agent with respect to the force of law. In the event that any such withholding or deduction is so requiredNotes, the Successor Company shall pay to the holder, of the Notes such additional amounts Additional Amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided provided, that no Additional Amounts shall be payable:payable upon any of the conditions described in the following clauses (a), (b) or (c):

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cashcash for any fractional ADS) upon conversion of the Notes, in each case, upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the any Redemption Price Price) and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversioninterest, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature nature, unless such withholding or deduction is required by law. In the event that any such taxes, duties, assessments or governmental charges imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor is, for tax purposes, organized or resident or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding ) are required to be withheld or deduction is required deducted from any payments made by law the Company or by regulation or governmental policy having its Paying Agent with respect to the force of law. In the event that any such withholding or deduction is so requiredNotes, the Successor Company shall pay to the holder, of the Notes such additional amounts Additional Amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided provided, that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any Fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. The Trustee shall be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof. The Company will provide the Trustee with sufficient information so as to enable the Trustee to determine whether or not it is obliged to make such a withholding or deduction. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, cash in each case, lieu of any fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or with, merges with or intointo or enters into any similar transaction with, or sells, conveys, transfers or leases all or substantially all of the Company’s properties its property and assets to, another company pursuant to Section 11.02, any Person and the Successor Company resulting, surviving or transferee Person is not organized and validly existing under the laws of the United States of America, any State state thereof or the District of ColumbiaColumbia (such Person or any successor thereto, the “Surviving Entity”), then all payments and deliveries made by, or on behalf of, the Successor Company Surviving Entity under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or payments of cashProperty, in each caseif any, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”)nature, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any taxes, duties, assessments or governmental charges imposed or levied by or within any jurisdiction in which any Surviving Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Surviving Entity (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments made with respect to the Notes, such withholding or deduction is so required, the Successor Company Surviving Entity shall pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no the foregoing obligation to pay Additional Amounts shall be payablenot apply to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cashcash for any fractional ADS) upon conversion of the Notes, in each case, upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with with, enters into a binding share exchange with, or merges with or into, another Person or sells, assigns, conveys, transfers transfers, leases or leases all or substantially all otherwise disposes of the Company’s its properties and assets to, another company pursuant substantially as an entirety to Section 11.02, any successor Person and the Successor Company successor Person or surviving or transferee Person is not a corporation or limited liability company that is treated, or, if disregarded for U.S. federal income tax purposes, is organized and existing under the laws of in the United States and whose regarded corporate owner is treated, as a “United States person” under Section 7701(a)(30) of Americathe Code (any such resulting, any State thereof surviving, or the District of Columbiatransferee Person, a “Non-U.S. Surviving Entity”), then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the NotesNotes or any Note Documents, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price)principal, payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by a taxing authority within any jurisdiction in which the Successor Company isNon-U.S. Surviving Entity is incorporated or organized or, for tax purposes, organized or resident or doing business or from or through which payment is made or deemed made by, or on behalf of, the Non-U.S. Surviving Entity (including, without limitation, the jurisdiction of any paying agent for the Notes) (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation the official interpretation or governmental policy having the force of lawadministration thereof. In the event that any such withholding or deduction is so required, the Successor Company shall Non-U.S. Surviving Entity will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes Taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to the NotesNote, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price)principal, payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any fractional ADS) upon conversionconversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to the holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:payable for or on account of

Additional Amounts. (a) If All payments made by the Company consolidates with on the Notes (whether or merges with or into, or sells, conveys, transfers or leases all or substantially all not in the form of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Definitive Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall ) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by a taxing authority within or on behalf of the United States, The Kingdom of Sweden or any jurisdiction in which the Company or any Successor Company is, (as defined in the Indenture) is organized or is otherwise resident for tax purposes, organized purposes or resident any political subdivision thereof or doing business any authority having power to tax therein or any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, each a “"Relevant Taxing Jurisdiction”"), unless such the withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. In If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required on any payments made by the event that any such withholding Company with respect to the Notes, including payments of principal, Redemption Price, Liquidated Damages, interest or deduction is so requiredpremium, the Successor Company shall will pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure in order that the net amount amounts received in respect of such payments by the beneficial owner Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall deduction, equal the respective amounts that which would have been received by in respect of such beneficial owner had no payments in the absence of such withholding or deduction been requireddeduction; provided except that no Additional Amounts shall will be payablepayable with respect to:

Additional Amounts. (a) If the Company consolidates with or merges with or intoAll payments of, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf in respect ------------------- of, the Successor Company under or with respect to the Notes, including, but not limited to, payments principal of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of any premium and interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, on Securities issued by a Subsidiary Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any or on behalf of the jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) in which the Subsidiary Issuer is incorporated or resident (each, as applicable, a “Relevant Taxing Jurisdiction”or deemed for tax purposes to be resident) (the "applicable taxing jurisdiction"), unless such withholding taxes, duties, levies, assessments or deduction is governmental charges are required by law the applicable taxing jurisdiction or by regulation any such subdivision or governmental policy having the force of lawauthority to be withheld or deducted. In the event that any such withholding or deduction is so requiredevent, the Successor Company shall Subsidiary Issuer will pay by way of additional interest such additional amounts of, or in respect of, principal and any premium and interest (the “"Additional Amounts”") as may be necessary to ensure that the net amount received by the beneficial owner will result (after deduction of such withholding taxes, duties, levies, assessments or deduction (governmental charges and after deducting any additional taxes, duties, levies, assessments or withholding any taxes on the governmental charges payable in respect of such Additional Amounts) shall equal in the payment to each Holder of such Securities of the amounts that which would have been received by payable in respect of such beneficial owner Securities had no such withholding or deduction been required; provided , except that no Additional Amounts shall be payableso payable for or on account of:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest Special Interest, if any, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Ordinary Shares (together with payments of cash, cash in each case, lieu of fractional Ordinary Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within Israel, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or the Paying Agent with respect to the Notes, the Successor Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the or Fundamental Change Repurchase Purchase Price), payments of interest and deliveries of Common Stock Shares or other Reference Property and/or payments (together with payment of cash, cash in each case, lieu of any fractional Common Shares) upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (including interest and penalties related thereto) (collectively, “Applicable Taxes”) imposed or levied by a taxing authority or within any the jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by, or on behalf of, the Company for purposes of the tax law of that jurisdiction (or or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner owners after such withholding or deduction (and after deducting or withholding any taxes Applicable Taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner owners had no such withholding or deduction been required; provided provided, however, that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Tax Redemption Price and Price, the Fundamental Change Repurchase Price, the Covered Disposition Offer Price or the Registration Event Price), payments of interest and interest, deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, Ordinary Shares upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed (including any interest, additions to tax or levied penalties applicable thereto) imposed, levied, collected, withheld or assessed by a taxing authority or within Sweden, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company with respect to the Notes, the Successor Company shall pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after withholding or deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the The Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then will make all payments and deliveries made by, of cash or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Ordinary Shares, Reference Property and/or payments of cash, in each case, or otherwise (whether upon conversion, shall be made repurchase, redemption, maturity or otherwise) on account of the Securities without withholding or deduction for, or deducting on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge in the nature of whatever nature a tax (including, without limitation, penalties, interest and other additions thereto) (a “Tax”) imposed or levied by a taxing authority within or on behalf of the government of any jurisdiction in which the Successor Company isCompany, for tax purposesor any entity that assumes the Company’s rights and obligations under the Securities (a “Surviving Person”) is or is deemed to be organized, organized or resident or doing business or through which payment is made or deemed made for tax purposes (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by law, rule, regulation or governmental policy having the force of law. In the event that any If such withholding or deduction is so required, the Successor Company or the Surviving Person, as the case may be, shall make such withholding or deduction and pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount of cash, Ordinary Shares or Reference Property, as applicable, received by each Holder of Securities after the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the including with respect to Additional Amounts) shall equal will not be less than the amounts that amount of cash, Ordinary Shares or Reference Property, as applicable, the Holder would have received if the Relevant Jurisdiction Taxes had not been received by such beneficial owner had no such withholding withheld or deduction been required; provided that deducted. Notwithstanding the foregoing, no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all All payments in respect of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries Notes made by, by or on behalf ofof the Issuer, the Successor Company under Guarantor, or with respect any successor person to the Notes, including, but not limited to, payments of principal Issuer or the Guarantor (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Priceeach a “Successor Person”) (each a “Payer”), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made free and clear without withholding or deduction for, or on account of, any present or future taxes, duties, levies, imposts, assessments or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature nature, (collectively, “Taxes”) imposed or levied by a taxing authority within or on behalf of any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing governmental authority thereof or therein having the power to tax where such Payer is incorporated, organized or otherwise resident for tax purposes or from or through which the Payer makes a payment on the Notes or its Guarantee or by the Kingdom of Spain (and any subdivision or governmental authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such the withholding or deduction of such Taxes is then required by law. If the Payer is required by law to withhold or by regulation deduct any amount for, or governmental policy having on account of, Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the force of law. In the event that any such withholding or deduction is so requiredNotes, the Successor Company Payer shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by each holder of the beneficial owner Notes (including Additional Amounts) after such withholding or deduction (and after deducting or withholding any taxes on has been made shall be not less than the Additional Amounts) shall equal amount the amounts that holder would have received if such Taxes had not been received by such beneficial owner had no such withholding required to be withheld or deduction been required; provided that no Additional Amounts shall be payable:deducted.

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing All payments made under the laws of the United States of America, any State thereof Notes or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Securities Guarantees shall be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of Canada or, if any Issuer, a taxing authority within Surviving Person or any Guarantor is not a corporation, any jurisdiction in which a member or partner of such Issuer, Surviving Person, or any Guarantor, as applicable (or, if such member or partner is not a corporation, to the Successor Company isextent payments made under the Notes or the Guarantees would be subject to withholding tax in such jurisdiction, the jurisdiction in which an indirect member or partner of such Person) is organized or resident for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any province, territory or political subdivision thereof, or taxing any authority therein or thereof or therein) having the power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such the withholding or deduction of such Taxes is required by law or by regulation the interpretation or governmental policy having the force administration of such law. In the event that any such withholding or deduction is so requiredevent, the Successor Company shall Issuers or the applicable Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) Amounts as may be necessary to ensure in order that the net amount amounts received by the beneficial owner Holders of the Notes after such withholding or deduction, including any withholding or deduction (and after deducting or withholding any taxes on the with respect to such Additional Amounts) , shall equal the amounts that which would have been received by such beneficial owner had no receivable in respect of the Notes in the absence of such withholding or deduction been required; provided that deduction. Notwithstanding the foregoing, no such Additional Amounts shall be payablepayable by the Issuers or any Guarantor , as the case may be, with respect to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price or the Redemption Price), payments of interest interest, payments of cash upon conversion of the Notes and deliveries of Common Stock or other Reference Property and/or Class A Shares (together with payments of cash, in each case, cash for any Class A Shares that would represent a fractional share) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. The Company will provide the Trustee with sufficient information so as to enable the Trustee to determine whether or not it is obliged to make such a withholding or deduction. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.0211.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price and Redemption Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Company or any Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price or the Redemption Price), payments of interest and deliveries of Common Stock Ordinary Shares or cash or other Reference Property and/or payments (together with payment of cash, cash in each case, lieu of any fractional Ordinary Shares) upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (all, “Taxes”) imposed or levied by a taxing authority or within any jurisdiction in which the Company or any Successor Company is, for tax purposes, organized or resident or doing business (a “Taxing Jurisdiction”) or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (together with each Taxing Jurisdiction, each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any Successor Company shall will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall will be payablepayable for or on account of:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf of, of the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and other liabilities related thereto) ("Taxes") unless the withholding or deduction of whatever nature such Taxes is then required by law or by regulation or government policy having the force of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by a taxing or on behalf of the government of the Republic of the Xxxxxxxx Islands or any political subdivision or any authority within or agency therein or thereof having power to tax, or any other jurisdiction in which the Company (including any Successor Company is, Company) is organized or does business or is otherwise resident for tax purposes, organized or resident or doing business any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or thereinincluding, without limitation, the jurisdiction of each Paying Agent) (each, as applicable, each a “Relevant Taxing "Specified Tax Jurisdiction”"), unless such withholding shall at any time be required to be made from any payments made under or deduction is required by law or by regulation or governmental policy having with respect to the force of law. In the event that any such withholding or deduction is so requiredNotes, the Successor Company shall pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure so that the net amount received in respect of such payments by the a beneficial owner of Notes after such withholding or deduction (and after withholding or deducting or withholding any taxes Taxes on the Additional Amounts) shall equal will not be less than the amounts that would have been received by amount such beneficial owner would have received if such Taxes had no such withholding not been withheld or deduction been requireddeducted; provided provided, however, that no the foregoing obligation to pay Additional Amounts shall be payabledoes not apply to:

Additional Amounts. (a) If the Company converts to, consolidates with or with, merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s its properties and assets to, another company pursuant to Section 11.02, any Person and the Successor Company resulting, surviving or transferee Person is not organized and validly existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia (such Person or any successor thereto, the “Successor Company”), then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Priceof Control repurchase price), and payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall will be made without withholding or deduction for, or on account of, any present Taxes, unless such withholding or future taxesdeduction is required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges any Taxes of whatever nature imposed or levied by, or by a taxing authority within within, any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdictionrelevant taxing jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall will pay such additional amounts (the “Additional Amountsadditional amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes Taxes imposed or levied by a relevant taxing jurisdiction on the Additional Amountsadditional amounts) shall will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall additional amounts will be payable:

Additional Amounts. (a) If Unless otherwise specified in the terms of Dated Subordinated Debt Securities of a series in accordance with Section 3.01, the Company consolidates with will pay any amounts to be paid by the Company on any series of Dated Subordinated Debt Securities without deduction or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, assessments charges, fees, deductions or governmental charges withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (United Kingdom or any political subdivision or taxing authority thereof or therein) therein having the power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such the deduction or withholding or deduction is required by law or by regulation or governmental policy having the force of law. In Unless otherwise specified in the event that terms of the Dated Subordinated Debt Securities of a series in accordance with Section 3.01, if at any such withholding time a Taxing Jurisdiction requires the Company to deduct or deduction is so requiredwithhold Taxes, the Successor Company shall will pay such the additional amounts of, or in respect of, any interest (the but not principal or any premium) on such series of Dated Subordinated Debt Securities (“Additional Amounts”) as may be that are necessary to ensure so that the net amount received by amounts in respect of interest paid to the beneficial owner Holders of such series of Dated Subordinated Debt Securities, after such withholding the deduction or deduction (and after deducting or withholding any taxes on the Additional Amounts) withholding, shall equal the amounts that in respect of interest which would have been received by payable in respect of such beneficial owner series of Dated Subordinated Debt Securities had no such deduction or withholding or deduction been required; provided that no . However, the Company will not pay Additional Amounts shall be payablefor Taxes:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest interest, including any Additional Interest, and deliveries of Common Stock ADSs or any other consideration due on conversion of a Note (together with payments of cash for any Fractional ADS or other Reference Property and/or payments consideration) upon conversion of cash, in each case, upon conversionthe Notes, shall be made without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within (including any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or thereinpenalties and interest related thereto) (each, as applicable, a “Relevant Taxing Jurisdictionapplicable taxes”), ) unless such withholding withholding, deduction or deduction reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding withholding, deduction or deduction reduction is so requiredrequired by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or from or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, and in each case, any political subdivision or taxing authority thereof or therein, a “Relevant Jurisdiction,”), the Successor Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of the Notes after such withholding withholding, deduction or deduction reduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding withholding, deduction or deduction reduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price and the Fundamental Change Repurchase Redemption Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, All payments of principal (including, if applicable, and interest in respect of the Redemption Price and Notes or the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by a taxing or on behalf of the British Virgin Islands, Hong Kong, the PRC or any political subdivision, territory or possession thereof, any authority within therein having power to tax, any area subject to its jurisdiction or any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, each a “"Relevant Taxing Jurisdiction”"), unless such withholding or deduction is Taxes are required by law to be withheld or by regulation deducted. If any deduction or governmental policy having withholding for any present or future Taxes of the force of law. In the event that applicable Relevant Taxing Jurisdiction shall at any such withholding or deduction is time be so required, the Successor Company Issuer or the Guarantor, as the case may be, shall pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure that the net amount received by the beneficial owner will result (after deduction of such withholding taxes, duties, assessments or deduction (governmental charges and after deducting any additional taxes, duties, assessments or withholding any taxes on the governmental charges payable in respect of such Additional Amounts) shall equal the in receipt by each Holder of any Note of such amounts that as would have been received by such beneficial owner Holder with respect to such Note or the Guarantee, as applicable, had no such withholding or deduction been required; provided provided, however, that no Additional Amounts shall be payablepayable for or on account of:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.0211.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Ordinary Shares (together with payments of cash, cash in each case, lieu of any fractional Ordinary Share) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within the Grand Duchy of Luxembourg, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation the interpretation or governmental policy having the force of lawadministration thereof. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or the Paying Agent with respect to the Notes, the Successor Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder of such Notes after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any Fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest interest, including any Additional Interest, and deliveries of Common Stock ADSs or any other consideration due on conversion of a Note (together with payments of cash for any Fractional ADS entitlement or other Reference Property and/or payments of cash, in each case, upon conversionconsideration), shall be made without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within (including any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or thereinpenalties and interest related thereto) (each, as applicable, a “Relevant Taxing Jurisdictionapplicable taxes”), ) unless such withholding withholding, deduction or deduction reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding withholding, deduction or deduction reduction is so requiredrequired by or within (1) the Cayman Islands or the People’s Republic of China, (2) any jurisdiction in which the Company or any successor are, for tax purposes, incorporated, organized or resident or doing business or (3) any jurisdiction from or through which payment is made or deemed made (each of (1), (2) and (3), and in each case, any political subdivision or taxing authority thereof or therein, as applicable, a “Relevant Taxing Jurisdiction”), the Successor Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner owners of the Notes after such withholding withholding, deduction or deduction reduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding withholding, deduction or deduction reduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If All payments made by the Company consolidates with on the Notes (whether or merges with or into, or sells, conveys, transfers or leases all or substantially all not in the form of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Definitive Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall ) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by a taxing authority within or on behalf of the United States, The Kingdom of Sweden or any jurisdiction in which the Company or any Successor Company is, (as defined in the Indenture) is organized or is otherwise resident for tax purposes, organized purposes or resident any political subdivision thereof or doing business any authority having power to tax therein or any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, each a “"Relevant Taxing Jurisdiction”"), unless such the withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. In If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required on any payments made by the event that any such withholding Company with respect to the Notes, including payments of principal, Redemption Price, interest or deduction is so requiredpremium, the Successor Company shall will pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure in order that the net amount amounts received in respect of such payments by the beneficial owner Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall deduction, equal the respective amounts that which would have been received by in respect of such beneficial owner had no payments in the absence of such withholding or deduction been requireddeduction; provided except that no Additional Amounts shall will be payablepayable with respect to:

Additional Amounts. (a) If The payment of Capital Payments on the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02Class B Preferred Securities, and the Successor Company is not organized and existing under the laws of the United States of America, any State amount payable upon redemption thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversionliquidation, shall be made without any deduction or withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments duties or governmental charges of whatever any nature imposed whatsoever imposed, levied or levied collected by a taxing authority within or on behalf of the United States or Germany (or any jurisdiction in from which payments are made) or, during any period any Substitute Obligations are outstanding, the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made jurisdiction of residence of any obligor on such Substitute Obligations (or any jurisdiction from which payments are made) (each a “Relevant Jurisdiction”) or by or on behalf of any political subdivision or taxing authority therein or thereof or therein) having the power to tax (eachcollectively, as applicable, a “Relevant Taxing JurisdictionWithholding Taxes”), unless such deduction or withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so requiredevent, the Successor Company shall pay as additional Capital Payments, such additional amounts (the “Additional Amounts”) to the Class B Preferred Securityholders as may be necessary to ensure in order that the net amount amounts received by the beneficial owner Class B Preferred Securityholders and the Trust Preferred Securityholders after such withholding or deduction (and after deducting or withholding any taxes for or on the Additional Amounts) account of Withholding Taxes shall equal the amounts that otherwise would have been received by such beneficial owner had no such deduction or withholding or deduction been required; provided , provided, however, that no such Additional Amounts shall be payable:payable in respect of the Class B Preferred Securities

Additional Amounts. (a) If All payments that the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company Issuer makes under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by a taxing authority within or on behalf of any jurisdiction in which the Successor Company is, Issuer is incorporated or otherwise resident for tax purposes, organized purposes or resident or doing business from or through which any of the foregoing makes any payment is made on the Notes or deemed made (by or within any political subdivision or taxing governmental authority thereof of or therein) in any of the foregoing having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction the Issuer, as the case may be, is required to withhold or deduct Taxes by law or by regulation the interpretation or governmental policy having the force administration of law. In If the event that Issuer (or any such withholding Agent on its behalf) is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Successor Company Issuer, as the case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner each Holder after such withholding or deduction (and after deducting including any withholding or withholding deduction in respect of any taxes on the Additional Amounts) shall equal will not be less than the amounts that amount the Holder would have received if such Taxes had not been received by such beneficial owner had no such withholding withheld or deduction been required; provided that no Additional Amounts shall be payable:deducted.

Additional Amounts. (ai) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest Special Interest, if any, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Ordinary Shares (together with payments of cash, cash in each case, lieu of any fractional Ordinary Share) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within Jersey, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof #93753236v10 or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or the Paying Agent with respect to the Notes, the Successor Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to the NotesNote, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price)principal, payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any fractional ADS) upon conversionconversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to the holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:payable for or on account of

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by the Company or on behalf of, the any Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price or the Redemption Price), payments of interest and deliveries of Common Stock Shares or other Reference Property and/or payments (together with payment of cash, cash in each case, lieu of any fractional Common Shares) upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Company or any Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any Successor Company shall will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by the Company or on behalf of, any successor to the Successor Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and Repurchase Price, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest interest, including any Additional Interest, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (or, at the Holder’s election, Class A Ordinary Shares in lieu of such ADSs), together with payments of cashcash for any fractional ADSs, in each caseif applicable, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company is, or any successor to the Company is organized or otherwise resident for tax purposes, organized purposes or resident or doing business from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), ) unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash or ADSs (or, at the Holder’s election, Class A Ordinary Shares in lieu of such ADSs), as applicable (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (includingincluding the Redemption Price, if applicable, the Redemption Price and the Fundamental Change Repurchase Price, if applicable), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (each, a “Tax”) imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes Taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or with, merges with or into, or sells, conveys, leases or transfers in one transaction or leases a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than any such sale, lease or transfer to one of the Company’s properties and assets to, another company pursuant to Section 11.02Subsidiaries, and the Successor Company Surviving Entity is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company Surviving Entity under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), payments of interest Special Interest, if any, and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company Surviving Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company Surviving Entity shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, by the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest Special Interest, if any, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Ordinary Shares (together with payments of cash, cash in each case, lieu of a fractional Ordinary Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within Israel, or any other jurisdiction in which the Successor Company is, for tax purposes, is or is deemed to be organized or resident for tax purposes or doing business from or through which payment is payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made (or by or within any political subdivision thereof or any taxing authority therein or thereof or therein) having power to tax (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or the Paying Agent, the Successor Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments ADSs (together with payment of cash, cash in each case, lieu of any fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business (a “Taxing Jurisdiction”) or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (together with each Taxing Jurisdiction, each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each beneficial owner such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments ADSs (together with payment of cash, cash in each case, lieu of any fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business (a “Taxing Jurisdiction”) or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (together with each Taxing Jurisdiction, each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If All payments made by the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, or by any Guarantor pursuant to the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversionNote Guarantees, shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments lxxx, impost, assessment or other governmental charges of whatever nature charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by a taxing authority within or on behalf of any jurisdiction in which the Successor Company is, for tax purposes, organized government or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing territory or possession of any government or authority or agency therein or thereof or therein) having the power to tax (each, as applicable, each a “Relevant Taxing JurisdictionAuthority”), unless the Company or such withholding or deduction Guarantor is required by to withhold or deduct Taxes under any law or by regulation the interpretation, application or governmental policy having administration thereof. If, after the force of law. In Issue Date, the event that any Company or such withholding or deduction Guarantor, as the case may be, is so requiredrequired to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Note Guarantees, as the case may be, the Successor Company or such Guarantor, as the case may be, shall pay to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by such Holder (including the beneficial owner Additional Amounts) after such withholding or deduction (and after deducting or withholding any taxes on shall not be less than the Additional Amounts) shall equal the amounts that amount such Holder would have received if such Taxes had not been received by such beneficial owner had no such withholding withheld or deduction been requireddeducted; provided that no Additional Amounts shall be payable:payable with respect to a payment made to a Holder or beneficial owner of the Notes (an “Excluded Holder”):

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf ofof the Company on or with respect to the Securities (whether or not in the form of Definitive Notes (as defined)), the Successor Company and all payments made by or on behalf of Parent under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall Parent Guaranty will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by a taxing authority within or on behalf of the United Kingdom (or the jurisdiction of incorporation of any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (of either) or any political subdivision or taxing authority thereof or therein) any authority having power to tax therein (each, as applicable, each a “Relevant Taxing Jurisdiction”"Tax Authority"), unless such the withholding or deduction of such Taxes is then required by law law. If any deduction or withholding for, or on account of, any Taxes of any Tax Authority shall at any time be required on any payments made by the Company (or Successor Company) on or with respect to the Securities or by regulation Parent (or governmental policy having Successor Company) under or with respect to the force Parent Guaranty, including payments of law. In the event that any such withholding principal, redemption price, interest, additional interest or deduction is so requiredpremium, the Successor Company shall or Parent, as the case may be, will pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure in order that the net amount amounts received in respect of such payments by the beneficial owner Holders of the Securities (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall deduction, equal the respective amounts that which would have been received by in respect of such beneficial owner had no payments in the absence of such withholding or deduction been requireddeduction; provided except that no such Additional Amounts shall will be payablepayable with respect to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf of, of the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and other liabilities related thereto) (“Taxes”) unless the withholding or deduction of whatever nature such Taxes is then required by law or by regulation or government policy having the force of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by a taxing or on behalf of the government of the Republic of the Xxxxxxxx Islands or any political subdivision or any authority within or agency therein or thereof having power to tax, or any other jurisdiction in which the Company (including any Successor Company is, Company) is organized or does business or is otherwise resident for tax purposes, organized or resident or doing business any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or thereinincluding, without limitation, the jurisdiction of each Paying Agent) (each, as applicable, each a “Relevant Taxing Specified Tax Jurisdiction”), unless such withholding shall at any time be required to be made from any payments made under or deduction is required by law or by regulation or governmental policy having with respect to the force of law. In the event that any such withholding or deduction is so requiredNotes, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received in respect of such payments by the a beneficial owner of Notes after such withholding or deduction (and after withholding or deducting or withholding any taxes Taxes on the Additional Amounts) shall equal will not be less than the amounts that would have been received by amount such beneficial owner would have received if such Taxes had no such withholding not been withheld or deduction been requireddeducted; provided provided, however, that no the foregoing obligation to pay Additional Amounts shall be payabledoes not apply to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.0211.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price and the Fundamental Change Repurchase Redemption Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, (i) the Successor Company Guarantor under or with respect to the Guarantee and (ii) the Company with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within any jurisdiction in which the Successor Company isGuarantor is organized or resident, or doing or deemed to be doing business, for tax purposes, organized purposes or resident or doing business from or through which payment is payments or deliveries by or on behalf of the Guarantor are made or deemed made (made, or by or within any political subdivision or taxing authority thereof or therein) any authority therein or thereof having power to tax, other than the United States or any state thereof (each, as applicableexcluding the United States or any state thereof, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Company or by the Guarantor or any Paying Agent with respect to the Notes, the Successor Company shall or the Guarantor will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be are necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (aA) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf of, of the Successor Company or any successor to the Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price this Indenture and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments assessments, or governmental charges of whatever nature imposed or levied (including any interest and penalties related thereto (“Taxes”) unless such withholding or deduction of such Taxes is then required by a taxing authority law. If any such withholding or deduction is so required by or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business for tax purposes or through which payment is made or deemed made (or each, a “Relevant Taxing Jurisdiction”, and in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding the Company or deduction is required by law or by regulation or governmental policy having any successor to the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay or deliver to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner owners of the Notes after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner owners had no such withholding or deduction been required; required; provided that no Additional Amounts shall be payablepayable for or on account of:

Additional Amounts. (a) If the Company converts to, consolidates with or with, merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company Person pursuant to Section 11.0211.01, and the Successor Company is not organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest interest, the Redemption Price, and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, cash shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes”), unless such withholding or deduction is required by law. If a deduction or withholding for, or on account of, any Taxes of whatever nature imposed or levied by, or by a taxing authority within within, NY\7714988.8 any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest Additional Interest, if any, and payments of cash and/or deliveries of Common Stock ADSs or any other consideration due on conversion of a Note (together with payments of cash for any Fractional ADS or other Reference Property and/or payments of cash, in each case, upon conversionconsideration), shall be made without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”)) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such withholding withholding, deduction or deduction reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding withholding, deduction or deduction reduction is so required, the Successor Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of the Notes after such withholding withholding, deduction or deduction reduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding withholding, deduction or deduction reduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, All payments of principal of, and premium (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Priceany), payments of and interest and deliveries of Common Stock on the Notes or other Reference Property and/or payments of cash, in each case, upon conversion, shall under the Note Guarantees (if any) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within India, Mauritius or any other jurisdiction in which the Successor Company isCompany, for tax purposes, a Surviving Person or any Guarantor is or was organized or resident or doing business or through which payment is made or deemed made (for tax purposes or any political subdivision or taxing authority thereof or therein) therein (each, as applicable, a “Relevant Taxing Jurisdiction”) or any jurisdiction through which payment is made by or on behalf of the Company, the Guarantors (if any) or a Surviving Person, or any political subdivision or taxing authority thereof or therein (together with the Relevant Taxing Jurisdictions, the “Relevant Jurisdictions”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that If any such withholding or deduction is so required, the Successor Company shall Company, the Guarantors (if any) or a Surviving Person, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after will result in receipt of such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that as would have been received by such beneficial owner had no such withholding or deduction been required; provided , except that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicableincluding the Redemption Price, the Redemption Repurchase Price and the Fundamental Change Repurchase Price, if applicable), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any Fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company isor any successor to the Company is or is deemed to be, for tax purposes, organized or resident or doing business or through which payment is made or deemed made on the Company’s behalf (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any fractional ADS) upon conversionconversion of the Notes, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with 2.5.1 All payments made by or merges with or into, or sells, conveys, transfers or leases all or substantially all on account of any obligation of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (including penalties, interest and other liabilities related thereto) imposed or levied by a taxing authority within any jurisdiction in which or on behalf of the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (Government of Canada or any political subdivision province or taxing authority territory thereof or therein) by any authority or agency therein or thereof having power to tax (eachhereinafter, as applicable, a “Relevant Taxing JurisdictionCanadian Taxes”), unless such withholding or deduction the Company is required to withhold or deduct Canadian Taxes by law or by regulation the interpretation or governmental policy having administration thereof by the force of lawrelevant government authority or agency. In If the event that any such withholding or deduction Company is so requiredrequired to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes, the Successor Company shall pay as additional interest such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by the beneficial owner each Holder (including Additional Amounts) after such withholding or deduction (and after deducting or withholding any taxes on shall not be less than the Additional Amounts) shall equal amount the amounts that Holder would have received if such Canadian Taxes had not been received by such beneficial owner had no such withholding withheld or deduction been requireddeducted; provided provided, however, that no Additional Amounts shall be payable:payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Company does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada) or subsection 214(18) of the Income Tax Act (Canada) (as set out in proposals to amend the Income Tax Act (Canada) on April 29, 2022 with respect to “hybrid mismatch arrangements”), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Notes or the receipt of payments thereunder. The Company shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law. Notwithstanding the foregoing, all payments shall be made net of any FATCA Withholding Tax, and no additional amounts will be payable as a result of any such FATCA Withholding Tax.

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases All payments in respect of Obligations and all or substantially all of the Company’s properties and assets to, another company payments made pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Article VIII shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing or on behalf of the Government of Canada or any province or territory thereof or by any local, provincial or federal authority within any jurisdiction in which or agency therein or thereof having power to tax (collectively, such taxes, fees, duties, assessments or governmental charges are herein referred to as “Taxes”), unless such Taxes are required to be withheld or deducted by (i) the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made laws (or any regulations or ruling promulgated thereunder) of Canada or any province, territory, political subdivision or taxing authority thereof or thereintherein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (eachincluding, as applicablewithout limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in Canada or any province, territory or political subdivision thereof), unless such . If a withholding or deduction for Taxes is required by law or by regulation or governmental policy having with respect to any payment of any Obligation made to a Holder of a Note, the force Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay Note such additional amounts (the “Additional Amounts”) as may be necessary so that every net payment of any Obligation made to ensure that the net amount received by the beneficial owner such Holder, after such withholding or deduction (deduction, shall not be less than the amount provided for in such Note and after deducting this Indenture to be then due and payable if such Taxes had not been withheld or withholding any taxes on deducted; provided, however, that the Additional Amounts) Guarantor shall equal the amounts that would have been received by not be required to make payment of such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payablefor or on account of a Holder:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company (including, for the purposes of this section, any Guarantor and any successor to the Company or any Guarantor) under or with respect to the Notesnotes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cashinterest, in each case, upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (including interest and penalties related thereto) (collectively, “Applicable Taxes”) imposed or levied by a taxing authority or within any the jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by, or on behalf of, the Company for purposes of the tax law of that jurisdiction (or or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay to the Holder of each note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner owners after such withholding or deduction (and after deducting or withholding any taxes Applicable Taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner owners had no such withholding or deduction been required; provided provided, however, that no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or Shares (together with payments of cash, cash in each case, lieu of fractional Common Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed (and any fines, penalties or levied interest related thereto) imposed, levied, collected, withheld or assessed by a taxing authority within or on behalf of the government of Canada, any province or territory of Canada or any jurisdiction in which the Successor Company isor any successor to the Company following any consolidation, merger, amalgamation, arrangement, combination or similar transaction involving the Company, is or is deemed to be, for tax purposes, organized or resident or doing business business, or any jurisdiction through which payment is made or deemed made (or together with, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicableany authority therein or thereof having the power to tax, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges (and any fines, penalties or interest related thereto) imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made with respect to the Notes to any Holder or beneficial owner of the Notes, the Successor Company shall pay with respect to the Notes such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the such Holder or beneficial owner of the Notes after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such Holder or beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (ai) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf of, of the Successor Company under on or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other governmental charges charges, in each case, in the nature of whatever nature a tax (including penalties, interest and other liabilities related thereto) imposed or levied by a taxing authority within any jurisdiction in which or on behalf of the Successor Company isGovernment of Bermuda, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) , or any jurisdiction through which payment is made (each, as applicable, a the “Relevant Taxing Jurisdiction”), unless such withholding taxes, duties, assessments or deduction is other governmental charges are required by law or by regulation the official interpretation or administration thereof to be withheld or deducted. If any deduction or withholding for any present or future taxes, duties, assessments or other governmental policy having charges of the force Relevant Taxing Jurisdiction shall at any time be required by the Relevant Taxing Jurisdiction in respect of law. In any amounts to be paid by the event that any such withholding Company on or deduction is so requiredin respect of the Notes, the Successor Company shall will pay to each Holder of Notes as additional interest such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by the beneficial owner amounts paid to each such Holder, after such deduction or withholding or deduction (and after deducting or withholding any taxes on the such Additional Amounts) ), shall equal be not less than the amounts that such Holder would have received if such taxes, duties, assessments or other governmental charges had not been received by such beneficial owner had no such withholding withheld or deduction been requireddeducted; provided provided, however, that no the Company shall not be required to make any payment of Additional Amounts shall be payablefor, or on account of, any:

Additional Amounts. (a) If All payments made by the Company consolidates with on the Notes (whether or merges with or into, or sells, conveys, transfers or leases all or substantially all not in the form of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Definitive Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall ) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by a taxing authority within or on behalf of the Xxxxxx Xxxxxx, The Kingdom of Sweden or any jurisdiction in which the Company or any Successor Company is, (as defined in the Indenture) is organized or is otherwise resident for tax purposes, organized purposes or resident any political subdivision thereof or doing business any authority having power to tax therein or any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, each a “"Relevant Taxing Jurisdiction”"), unless such the withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. In If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required on any payments made by the event that any such withholding Company with respect to the Notes, including payments of principal, Redemption Price, Liquidated Damages, interest or deduction is so requiredpremium, the Successor Company shall will pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure in order that the net amount amounts received in respect of such payments by the beneficial owner Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall deduction, equal the respective amounts that which would have been received by in respect of such beneficial owner had no payments in the absence of such withholding or deduction been requireddeduction; provided except that no Additional Amounts shall will be payablepayable with respect to:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company NICE under or with respect to the NotesGuarantee, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Prepayment Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, cash in each case, lieu of a fractional ADS) upon conversionexchange, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by a taxing authority or within Israel, or any other jurisdiction in which the Successor Company is, for tax purposes, NICE is organized or resident for tax purposes or doing business from or through which payment is made payments by or deemed made (on behalf of NICE are made, or by or within any political subdivision or taxing authority thereof or therein) any authority therein or thereof having power to tax other than the United States or any state thereof (each, as applicableexcluding the United States or any state thereof, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding taxes, duties, assessments or deduction is so requiredgovernmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments made by NICE or the Paying Agent, the Successor Company NICE shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company Issuer under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and including the Fundamental Change Repurchase Price and Redemption Price, if applicable), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversionexchange, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by a taxing authority within any jurisdiction in which the Successor Company Holdings or Issuer is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation the official interpretation or governmental policy having the force of lawadministration thereof. In the event that any such withholding or deduction is so required, the Successor Company Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes Taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided provided, that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company converts to, consolidates with or with, merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company Person pursuant to Section 11.029.01, and the Successor Company is not organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest interest, and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, cash shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes”), unless such withholding or deduction is required by law. If any deduction or withholding for, or on account of, any Taxes of whatever nature imposed or levied by, or by a taxing authority within within, any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, by or on behalf of, of the Company or any Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price or the Redemption Price), payments of interest and deliveries of Common Stock Shares or other Reference Property and/or payments (together with payment of cash, cash in each case, lieu of any fractional Common Shares) upon conversion, shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Company or any Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any Successor Company shall will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holder had no such withholding or deduction been required; provided that no Additional Amounts shall will be payable:

Additional Amounts. (a) All payments that the Company makes under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantee shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is incorporated, organized, otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision thereof (each, a "Relevant Taxing Jurisdiction"), unless the Company or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Company consolidates with or merges with a Guarantor is required to withhold or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, deduct any State thereof or the District of Columbia, then all payments and deliveries made by, amount for or on behalf of, the Successor Company account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, includingthe Company or the Guarantor, but not limited to, payments of principal (including, if applicable, as the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversioncase may be, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “"Additional Amounts”") as may be necessary to ensure that the net amount received by the beneficial owner each Holder (including Additional Amounts) after such withholding or deduction (and after deducting or withholding any taxes on will be not less than the Additional Amounts) shall equal amount the amounts that Holder would have received if such Taxes had not been received by such beneficial owner had no such withholding required to be withheld or deduction been required; provided that no Additional Amounts shall be payable:deducted.

Additional Amounts. (aA) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest interest, and payments of cash and/or deliveries of Common Stock the Ordinary Shares or any other Reference Property and/or consideration (together with payments of cash, in each case, cash for any Fractional Ordinary Share) upon conversion, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) unless such withholding or deduction is required by a law or by the relevant taxing authority authority’s interpretation or administration thereof. In the event that any such withholding or deduction is so required by or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) for tax purposes (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding the Company or deduction is required by law or by regulation or governmental policy having any successor to the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay or deliver to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner owners of the Notes after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner owners had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest interest, including any Additional Interest, and deliveries of Common Stock ADSs or any other consideration due on conversion of a Note (together with payments of cash for any Fractional ADS or other Reference Property and/or payments of cash, in each case, upon conversionconsideration), shall be made without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within (including any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or thereinpenalties and interest related thereto) (each, as applicable, a “Relevant Taxing Jurisdictionapplicable taxes”), ) unless such withholding withholding, deduction or deduction reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding withholding, deduction or deduction reduction is so requiredrequired by or within (1) the Cayman Islands or the People’s Republic of China, (2) any jurisdiction in which the Company or any successor are, for tax purposes, incorporated, organized or resident or doing business or (3) any jurisdiction from or through which payment is made or deemed made (each of (1), (2) and (3), and in each case, any political subdivision or taxing authority thereof or therein, as applicable, a “Relevant Taxing Jurisdiction”), the Successor Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of the Notes after such withholding withholding, deduction or deduction reduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding withholding, deduction or deduction reduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the The Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then will make all payments and deliveries made by, of cash or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock ADSs or other Reference Property and/or payments of cash, in each case, (whether upon conversion, shall be made repurchase, redemption, maturity or otherwise) on account of the Securities without withholding or deduction for, or deducting on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge in the nature of whatever nature a tax (including, without limitation, penalties, interest and additions to tax) (a “Tax”) imposed or levied by a taxing authority within or on behalf of the government of any jurisdiction in which the Successor Company isCompany, for tax purposesor any entity that assumes the Company’s rights and obligations under the Securities (a “Surviving Person”) is or is deemed to be organized, organized or resident or doing business or through which payment is made or deemed made for tax purposes (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by law, rule, regulation or governmental policy having the force of law. In the event that any If such withholding or deduction is so required, the Successor Company or the Surviving Person, as the case may be, shall make such withholding or deduction and pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount of cash, ADSs or Reference Property, as applicable, received by each Holder of Securities after the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the including with respect to Additional Amounts) shall equal will not be less than the amounts that amount of cash, ADSs or Reference Property, as applicable, the Holder would have received if the Relevant Jurisdiction Taxes had not been received by such beneficial owner had no such withholding withheld or deduction been required; provided that deducted. Notwithstanding the foregoing, no Additional Amounts shall will be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.0211.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price and the Fundamental Change Repurchase Redemption Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock ADSs or any other Reference Property and/or consideration due upon conversion of the Notes (together with payments of cash, in each case, upon conversioncash for any fractional ADS), shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holders after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner Holders had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company converts to, consolidates with or with, merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company Person pursuant to Section 11.0211.01, and the Successor Company is not organized and validly existing under the laws of the United States of AmericaStates, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by, or by a taxing authority within within, any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or with, merges with or into, or sellsenters into any similar transaction with, or conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by, or on behalf of, the Successor Company under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of Common Stock or other Reference Property and/or payments of cashProperty, in each caseif any, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature nature, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any taxes, duties, assessments or governmental charges imposed or levied by a taxing authority within any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”)) are required to be withheld or deducted from any payments made with respect to the Notes, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:

Additional Amounts. (a) If the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another company pursuant to Section 11.02, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all All payments and deliveries made by, or on behalf of, the Successor Company or any successor to the Company under or with respect to the NotesNote, including, but not limited toincluding payments of principal, payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price)interest, payments of interest any redemption or repurchase price, and payments of cash and/or deliveries of Common Stock or other Reference Property and/or ADSs (together with payments of cash, in each case, cash for any fractional ADS) upon conversionconversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority or within any jurisdiction in which the Successor Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Successor Company or any successor to the Company shall pay to the Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder after such withholding or deduction (and after deducting or withholding any taxes on the Additional Amounts) shall will equal the amounts that would have been received by such beneficial owner the Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable:payable for or on account of