Common use of Dividend Payment Dates Clause in Contracts

Dividend Payment Dates. March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2020, and to, and including, June 1, 2023 Dividend Regular Record Dates: February 15, May 15, August 15 and November 15 immediately preceding the relevant Dividend Payment Date Initial Price: $100.00, divided by the Maximum Conversion Rate (as defined below), which is initially $34.25 and equal to the Common Stock Public Offering Price per share in the concurrent Common Stock Offering described above Threshold Appreciation Price: $100.00, divided by the Minimum Conversion Rate (as defined below), which is initially $41.96, which represents an approximate 22.50% appreciation of the Initial Price Mandatory Conversion Date: The second business day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be June 1, 2023. Conversion Rate: Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 2.9197 shares of the Issuer’s Common Stock (the “Maximum Conversion Rate”) and not less than 2.3834 shares of its Common Stock (the “Minimum Conversion Rate”), depending on the Applicable Market Value of its Common Stock, as described below, and subject to certain anti-dilution adjustments. The “Applicable Market Value” of the Issuer’s Common Stock is the Average VWAP per share of its Common Stock over the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement and the following table illustrates hypothetical conversion rates per share of the Mandatory Convertible Preferred Stock (assuming no anti-dilution adjustments and assuming that dividends are declared and paid in cash and subject to the provisions described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement with respect to any fractional share of Common Stock). Assumed Applicable Market Value of Common Stock Conversion Rate (number of shares of Common Stock to be received upon mandatory conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price 2.3834 shares of Common Stock, which is the Minimum Conversion Rate Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 2.3834 and 2.9197 shares of Common Stock, determined by dividing $100.00 by the Applicable Market Value Less than the Initial Price 2.9197 shares of Common Stock, which is the Maximum Conversion Rate Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, at any time prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate. Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock (or Units of Exchange Property as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at the Fundamental Change Conversion Rate described below. Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of the Mandatory Convertible Preferred Stock for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Issuer may satisfy the Fundamental Change Dividend Make-Whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Offering to repay in full remaining borrowings under, and terminate, the April 2021 Term Loan. Following consummation of the Mandatory Convertible Preferred Stock Offering, the Issuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendment.

Dividend Payment Dates. March 1January 15, June 1April 15, September 1 July 15 and December 1 October 15 of each year, commencing on September 1July 15, 2020, and to, and including, June 1April 15, 2023 2023. Dividend Regular Record Dates: February 15The December 31, May 15March 31, August 15 and November 15 June 30 or September 30, as applicable, immediately preceding the relevant applicable Dividend Payment Date Date. Dividend Threshold: $0.18 per share, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Initial Price: $100.00, divided by the Maximum Conversion Rate (as defined below)163.00, which is initially $34.25 and equal to equals the per share public offering price of the Common Stock Public Offering Price per share in the concurrent Common Stock Offering described above Offering. Threshold Appreciation Price: $100.00, divided by the Minimum Conversion Rate (as defined below), which is initially $41.96199.68, which represents an approximate 22.50% appreciation of 22.5% over the Initial Price Price. Mandatory Conversion Date: The second business day immediately following the last Trading Day of the Settlement Period20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023. The Mandatory Conversion Date is expected to be June 1April 15, 2023. Conversion Rate: Upon conversion on the Mandatory Conversion Datemandatory conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not be more than 2.9197 6.1349 shares of the Issuer’s Common Stock (the “Maximum Conversion Rate”) and not less than 2.3834 5.0081 shares of its Common Stock (the “Minimum Conversion Rate”), with the exact conversion rate depending on the Applicable Market Value of its the Common Stock, as described belowin, and subject to certain anti-dilution adjustments. The “Applicable Market Value” of the Issuer’s Common Stock is the Average VWAP per share of its Common Stock over the 20 consecutive Trading Day period commencing on, and includingadjustments that are described in, the 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement and the Supplement. The following table illustrates hypothetical conversion rates per share of the Series B Mandatory Convertible Preferred Stock (assuming no Stock, subject to certain anti-dilution adjustments and assuming that dividends are declared and paid in cash and subject to the provisions described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement with respect to any fractional share of Common Stock)Supplement. Assumed Applicable Market Value of Valueof the Common Stock Conversion Rate rate (number of shares of sharesof Common Stock to be received upon mandatory receivedupon conversion of each share of the theSeries B Mandatory Convertible Preferred Stock) Greater than $199.68 (which isthe Threshold Appreciation Price) 5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price 2.3834 shares of Common Stock, which is Price) (the Minimum initialMinimum Conversion Rate Rate) Equal to or less than the Threshold Appreciation Price but greater $199.68 butgreater than or equal to the Initial Price $163.00 Between 2.3834 5.0081 and 2.9197 shares of Common Stock6.1349 shares, determined by dividing bydividing $100.00 1,000 by the Applicable Market Value Valueof the Common Stock Less than $163.00 (which is theInitial Price) 6.1349 shares (approximately equal to$1,000 divided by the Initial Price 2.9197 shares of Common Stock, which is Price) (the initial Maximum Conversion Rate Early Rate) Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, at any time prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate. Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock (or Units of Exchange Property as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at the Fundamental Change Conversion Rate described below. Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of the Mandatory Convertible Preferred Stock for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Issuer may satisfy the Fundamental Change Dividend Make-Whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Offering to repay in full remaining borrowings under, and terminate, the April 2021 Term Loan. Following consummation of the Mandatory Convertible Preferred Stock Offering, the Issuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendment.Option

Dividend Payment Dates. March January 1, June April 1, September July 1 and December October 1 of each year, commencing on September October 1, 2020, 2020 and toending on, and including, June July 1, 2023 Dividend Regular Record Dates2023. Mandatory Conversion Date: February 15The second business day immediately following the last trading day of the 20 consecutive trading day period beginning on, May 15and including, August 15 and November 15 the 21st scheduled trading day immediately preceding the relevant Dividend Payment July 1, 2023. The Mandatory Conversion Date is expected to be July 1, 2023. Initial Price: Approximately $100.0042.9997, which is equal to $200.00, divided by the Maximum Conversion Rate (as defined below), which is initially $34.25 and equal to the Common Stock Public Offering Price per share in the concurrent Common Stock Offering described above . Threshold Appreciation Price: Approximately $100.0051.5996, which represents an approximately 20% appreciation over the Initial Price and is equal to $200.00, divided by the Minimum Conversion Rate (as defined below), which is initially . Floor Price: $41.96, which represents an approximate 22.5015.05 (approximately 35% appreciation of the Initial Price Price), subject to adjustment as described in the Mandatory Conversion Date: The second business day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be June 1, 2023Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion RateRate per Share of Mandatory Convertible Preferred Stock: Upon conversion on the Mandatory Conversion Date, the conversion rate for each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert into a number of shares of Common Stock will equal to not be more than 2.9197 4.6512 shares of the Issuer’s Common Stock and not less than 3.8760 shares of Common Stock, (respectively, the “Maximum Conversion Rate”) ” and not less than 2.3834 shares of its Common Stock (the “Minimum Conversion Rate”), depending on the Applicable Market Value of its the Common Stock, as described below, below and subject to certain anti-dilution adjustments. The “Applicable Market Value” of following table illustrates the Issuer’s Common Stock is the Average VWAP conversion rate per share of its Common Stock over the 20 consecutive Trading Day period commencing onMandatory Convertible Preferred Stock, and including, the 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated as subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement and Supplement, based on the following table illustrates hypothetical conversion rates per share of the Mandatory Convertible Preferred Stock (assuming no anti-dilution adjustments and assuming that dividends are declared and paid in cash and subject to the provisions described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement with respect to any fractional share of Common Stock). Assumed Applicable Market Value of the Common Stock: Applicable Market Value of the Common Stock Conversion Rate (number of shares of Common Stock to be received issuable upon mandatory conversion of each share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price 2.3834 3.8760 shares of Common Stock, which is the Minimum Conversion Rate Stock Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 2.3834 3.8760 and 2.9197 4.6512 shares of Common Stock, determined by dividing $100.00 200.00 by the Applicable Market Value Less than the Initial Price 2.9197 4.6512 shares of Common Stock, which is the Maximum Conversion Rate Stock Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, a holder of Mandatory Convertible Preferred Stock may, at any time prior to June July 1, 2023, holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their such holder’s shares of the Mandatory Convertible Preferred Stock, in whole or in partpart (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion RateRate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, as described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June July 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in partpart (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Common Stock (or Units of Exchange Property as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at the Fundamental Change Conversion Rate described below. Holders who convert their Mandatory Convertible Preferred Stock within during the Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of the Mandatory Convertible Preferred Stock for (i) the partial dividend period, if any, fromperiod beginning on, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, as described defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2Prospectus Supplement) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant such Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, fromand ending on, and including, the Dividend Payment Date immediately preceding date that is 20 calendar days after such Fundamental Change Effective Date to(or, if later, the date that is 20 calendar days after holders receive notice of such Fundamental Change, but excludingin no event later than July 1, such 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a Fundamental Change Dividend Make-whole Amount and to the extent there is any, the Accumulated Dividend Amount. The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Fundamental Change Effective DateDate and the Fundamental Change Share Price: Fundamental Change Share Price Fundamental Change Effective Date $ 10.00 $ 20.00 $ 30.00 $ 40.00 $ 43.00 $ 47.50 $ 51.60 $ 55.00 $ 60.00 $ 70.00 $ 80.00 $ 100.00 $ 120.00 July 7, 2020 4.5110 4.2837 4.1080 3.9970 3.9731 3.9434 3.9216 3.9066 3.8886 3.8633 3.8475 3.8310 3.8240 July 1, 2021 4.5861 4.4180 4.2216 4.0761 4.0432 4.0020 3.9715 3.9506 3.9257 3.8915 3.8708 3.8506 3.8429 July 1, 2022 4.6290 4.5735 4.3961 4.1953 4.1442 4.0786 4.0299 3.9968 3.9586 3.9096 3.8839 3.8640 3.8587 July 1, 2023 4.6512 4.6512 4.6512 4.6512 4.6512 4.2105 3.8760 3.8760 3.8760 3.8760 3.8760 3.8760 3.8760 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth on the table, in which case: • if the Fundamental Change Share Price is between two Fundamental Change Share Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; • if the Fundamental Change Share Price is in excess of $120.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and • if the Fundamental Change Share Price is less than $10.00 per share (subject to adjustment in the same manner as the prices in the Fundamental Change Share Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate, subject to adjustment. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The Issuer may satisfy discount rate for purposes of determining the Fundamental Change Dividend Make-Whole whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Offering to repay in full remaining borrowings under, and terminate, the April 2021 Term Loan. Following consummation of the Mandatory Convertible Preferred Stock Offering, the Issuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendmentis 5.00% per annum.

Dividend Payment Dates. March If declared, January 1, June April 1, September July 1 and December October 1 of each year, commencing on September October 1, 2020, 2014 and to, and including, June ending on July 1, 2023 Dividend Regular Record Dates2017. Mandatory Conversion Date: February 15July 1, May 152017 Last reported sale price of Common Stock on the Nasdaq on June 26, August 15 and November 15 immediately preceding the relevant Dividend Payment Date 2014: $45.80per share of Common Stock. Initial Price: $100.00, divided by the Maximum Conversion Rate (as defined below), which is initially $34.25 and equal to the Common Stock Public Offering Price 45.00 per share in the concurrent Common Stock Offering described above Threshold Appreciation Price: $100.00, divided by the Minimum Conversion Rate (as defined below), which is initially $41.96, which represents an approximate 22.50% appreciation of the Initial Price Mandatory Conversion Date: The second business day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be June 1, 2023. Conversion Rate: Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 2.9197 shares of the Issuer’s Common Stock (the “Maximum Conversion Rate”) and not less than 2.3834 shares of its Common Stock (the “Minimum Conversion Rate”), depending on the Applicable Market Value of its Common Stock, as described below, and subject to certain anti-dilution adjustments. The “Applicable Market Value” of the Issuer’s Common Stock is the Average VWAP per share of its Common Stock over the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement and Prospectus), which equals the following table illustrates hypothetical conversion rates public offering price in the Common Stock Offering. Threshold Appreciation Price: $55.13 per share of Common Stock, which represents an appreciation of approximately 22.50% over the Mandatory Convertible Preferred Stock (assuming no anti-dilution adjustments and assuming that dividends are declared and paid in cash and Initial Price. The Threshold Appreciation Price is subject to the provisions adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement with respect to any fractional share of Common Stock)Prospectus. Assumed Applicable Market Value of Common Stock Maximum Conversion Rate (number of 2.2222 shares of Common Stock to be received upon mandatory conversion of each per share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price 2.3834 shares of Common Stock, which is the Minimum Conversion Rate Equal Stock (subject to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 2.3834 and 2.9197 shares of Common Stock, determined by dividing $100.00 by the Applicable Market Value Less than the Initial Price 2.9197 shares of Common Stock, which is the Maximum Conversion Rate Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, at any time prior to June 1, 2023, holders of adjustment as described in the Mandatory Convertible Preferred Stock have the option to elect to convert their Preliminary Prospectus). Minimum Conversion Rate 1.8141 shares of the Common Stock per share of Mandatory Convertible Preferred Stock, Stock (subject to adjustment as described in whole or in part, at the Minimum Conversion Rate. Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock will have Preliminary Prospectus). Conversion Rate on the right during Mandatory Conversion Date: The following table illustrates the Fundamental Change Conversion Period to convert their shares Rate per share of the Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock (or Units of Exchange Property subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at based on the Fundamental Change Applicable Market Value of Common Stock on the Mandatory Conversion Date: Applicable Market Value of the Common Stock on the Mandatory Conversion Date Conversion Rate described below. Holders who convert their per Share of Mandatory Convertible Preferred Stock within Less than or equal to $45.00 (the Initial Price) 2.2222 shares of Common Stock (the Maximum Conversion Rate) Greater than $45.00 (the Initial Price) and less than $55.13 (the Threshold Appreciation Price) $100, divided by the Applicable Market Value Equal to or greater than $55.13 (the Threshold Appreciation Price) 1.8141 shares of Common Stock (the Minimum Conversion Rate) Early Conversion at the Option of the Holder: At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of as defined in the Mandatory Convertible Preferred Stock for Preliminary Prospectus), a Holder of shares of Mandatory Convertible Preferred Stock may elect to convert such Holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (ibut in no event less than one share of Mandatory Convertible Preferred Stock) into shares of Common Stock, at the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Issuer may satisfy the Fundamental Change Dividend Make-Whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Offering to repay in full remaining borrowings under, and terminate, the April 2021 Term Loan. Following consummation of the Mandatory Convertible Preferred Stock Offering, the Issuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendment).

Dividend Payment Dates. March If declared, January 1, June April 1, September July 1 and December October 1 of each year, commencing on September October 1, 2020, 2014 and to, and including, June ending on July 1, 2023 Dividend Regular Record Dates2017. Mandatory Conversion Date: February 15July 1, May 152017 Last reported sale price of Common Stock on the Nasdaq on June 26, August 15 and November 15 immediately preceding the relevant Dividend Payment Date 2014: $45.80 per share of Common Stock. Initial Price: $100.00, divided by the Maximum Conversion Rate (as defined below), which is initially $34.25 and equal to the Common Stock Public Offering Price 45.00 per share in the concurrent Common Stock Offering described above Threshold Appreciation Price: $100.00, divided by the Minimum Conversion Rate (as defined below), which is initially $41.96, which represents an approximate 22.50% appreciation of the Initial Price Mandatory Conversion Date: The second business day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be June 1, 2023. Conversion Rate: Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 2.9197 shares of the Issuer’s Common Stock (the “Maximum Conversion Rate”) and not less than 2.3834 shares of its Common Stock (the “Minimum Conversion Rate”), depending on the Applicable Market Value of its Common Stock, as described below, and subject to certain anti-dilution adjustments. The “Applicable Market Value” of the Issuer’s Common Stock is the Average VWAP per share of its Common Stock over the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding June 1, 2023 (the “Settlement Period”). The conversion rate will be calculated adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement and Prospectus), which equals the following table illustrates hypothetical conversion rates public offering price in the Common Stock Offering. Threshold Appreciation Price: $55.13 per share of Common Stock, which represents an appreciation of approximately 22.50% over the Mandatory Convertible Preferred Stock (assuming no anti-dilution adjustments and assuming that dividends are declared and paid in cash and Initial Price. The Threshold Appreciation Price is subject to the provisions adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement with respect to any fractional share of Common Stock)Prospectus. Assumed Applicable Market Value of Common Stock Maximum Conversion Rate (number of 2.2222 shares of Common Stock to be received upon mandatory conversion of each per share of the Mandatory Convertible Preferred Stock) Greater than the Threshold Appreciation Price 2.3834 shares of Common Stock, which is the Minimum Conversion Rate Equal Stock (subject to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 2.3834 and 2.9197 shares of Common Stock, determined by dividing $100.00 by the Applicable Market Value Less than the Initial Price 2.9197 shares of Common Stock, which is the Maximum Conversion Rate Early Conversion at the Option of the Holder: Other than during a Fundamental Change Conversion Period, at any time prior to June 1, 2023, holders of adjustment as described in the Mandatory Convertible Preferred Stock have the option to elect to convert their Preliminary Prospectus). Minimum Conversion Rate 1.8141 shares of the Common Stock per share of Mandatory Convertible Preferred Stock, Stock (subject to adjustment as described in whole or in part, at the Minimum Conversion Rate. Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount: If a Fundamental Change occurs on or prior to June 1, 2023, holders of the Mandatory Convertible Preferred Stock will have Preliminary Prospectus). Conversion Rate on the right during Mandatory Conversion Date: The following table illustrates the Fundamental Change Conversion Period to convert their shares Rate per share of the Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock (or Units of Exchange Property subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) at based on the Fundamental Change Applicable Market Value of Common Stock on the Mandatory Conversion Date: Applicable Market Value of the Common Stock on the Mandatory Conversion Date Conversion Rate described below. Holders who convert their per Share of Mandatory Convertible Preferred Stock within Less than or equal to $45.00 (the Initial Price) 2.2222 shares of Common Stock (the Maximum Conversion Rate) Greater than $45.00 (the Initial Price) and less than $55.13 (the Threshold Appreciation Price) $100, divided by the Applicable Market Value Equal to or greater than $55.13 (the Threshold Appreciation Price) 1.8141 shares of Common Stock (the Minimum Conversion Rate) Early Conversion at the Option of the Holder: At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period will also receive (1) a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of 5.00% per annum) of all dividend payments (excluding any Accumulated Dividend Amount) on their shares of as defined in the Mandatory Convertible Preferred Stock for Preliminary Prospectus), a Holder of shares of Mandatory Convertible Preferred Stock may elect to convert such Holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (ibut in no event less than one share of Mandatory Convertible Preferred Stock) into shares of Common Stock, at the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date, subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus, and (2) the Accumulated Dividend Amount, which equals the aggregate amount of accumulated and unpaid dividends, if any, that have not been declared for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to certain exceptions) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. The Issuer may satisfy the Fundamental Change Dividend Make-Whole Amount and/or the Accumulated Dividend Amount in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion, subject to the limitations in its Term Loans and Revolving Credit Facility that contain a restriction on its ability to pay cash distributions on its capital stock. The Issuer intends to use a portion of the net proceeds from the Mandatory Convertible Preferred Stock Offering and the Common Stock Offering to repay in full remaining borrowings under, and terminate, the April 2021 Term Loan. Following consummation of the Mandatory Convertible Preferred Stock Offering, the Issuer intends to seek amendments to its Revolving Credit Facility and the February 2021 Term Loan to permit it to pay cash dividends and other distributions on the Mandatory Convertible Preferred Stock. There can be no assurance that the Issuer will be successful in securing any such amendment).