REPURCHASE OF NOTES AT OPTION OF HOLDERS Clause Samples

REPURCHASE OF NOTES AT OPTION OF HOLDERS. Section 14.01 Repurchase at Option of Holders Upon a Fundamental Change 72 Section 14.02 Withdrawal of Fundamental Change Repurchase Notice 74 Section 14.03 Deposit of Fundamental Change Repurchase Price 75 Section 14.04 Covenant to Comply with Applicable Laws Upon Repurchase of Notes 75 NO OPTIONAL REDEMPTION Section 15.01 No Optional Redemption 76 MISCELLANEOUS PROVISIONS

REPURCHASE OF NOTES AT OPTION OF HOLDERS. Section 11.01. Repurchase at Option of Holders Upon a Fundamental Change 54 Section 11.02. No Payment Following Acceleration of the Notes 58 Section 11.03. Compliance with Tender Offer Rules 58 Section 12.01. Trust Indenture Act Controls 58 Section 12.02. Certificate and Opinion as to Conditions Precedent 58 Section 12.03. Statements Required in Certificate or Opinion 59 Section 12.04. Successors 59 Section 12.05. Official Acts by Successor Corporation 59 Section 12.06. Addresses for Notices, Etc. 59 Section 12.07. Governing Law 60 Section 12.08. Benefits of Indenture 60 Section 12.09. Table of Contents, Headings, Etc. 60 Section 12.10. Counterparts 60 Section 12.11. Trustee 60 Section 12.12. Further Instruments and Acts 61 Section 12.13. Waiver of Jury Trial 61 Section 12.14. Force Majeure 61 Section 12.15. Calculations 61 Schedule A Additional Share Table Exhibit A Form of Notes Exhibit B Form of Conversion Notice Exhibit C Form of Fundamental Change Repurchase Notice Exhibit D Form of Assignment and Transfer Exhibit E Form of Restrictive Legend for Common Stock Issued upon Conversion

REPURCHASE OF NOTES AT OPTION OF HOLDERS. Section 16.01. [Reserved].

REPURCHASE OF NOTES AT OPTION OF HOLDERS. References to the “Company” and to “Common Stock” in the definition of “Fundamental Change” in Section 1.01 of the Indenture shall instead be references to “Successor Company” and “Successor Company Common Stock,” respectively. Except as amended hereby, the purchase rights set forth in Article 15 of the Indenture shall continue to apply.

REPURCHASE OF NOTES AT OPTION OF HOLDERS. Section 16.01. [Reserved] ............................................... 89 Section 16.02. Repurchase at Option of Holders Upon a Fundamental Change ................................................ 89 Section 16.03. Withdrawal of Fundamental Change Repurchase Notice ....... 91 Section 16.04. Deposit of Fundamental Change Repurchase Price ........... 92

REPURCHASE OF NOTES AT OPTION OF HOLDERS. References to the “Company” in the definition of “Fundamental Change” in Section 1.01 of the Base Indenture shall instead be references to “Parent”. Except as amended hereby, the purchase rights set forth in Section 3.02 of the Base Indenture shall continue to apply.

REPURCHASE OF NOTES AT OPTION OF HOLDERS. References to the “Company” and to “Common Stock” in the definition of “Fundamental Change” in Section 1.01 of the Indenture shall instead be references to “Rocket” and “Rocket Common Stock,” respectively. Except as amended hereby, the purchase rights set forth in Article 15 of the Indenture shall continue to apply.

REPURCHASE OF NOTES AT OPTION OF HOLDERS. Section 16.01. [Reserved] Repurchase at Option of Noteholders upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the Maturity Date, then each Noteholder shall have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than fifteen days and not more than 35 days after the date of the Fundamental Change Repurchase Right Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, including any Extension Fee or Additional Interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date is after an Interest Record Date and on or prior to the related Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to holders of the Notes as of the preceding Interest Record Date and the Fundamental Change Repurchase Price payable to the holder surrendering the Note for repurchase pursuant to this Article 16 shall be equal to the principal amount of Notes subject to repurchase. Repurchases of Notes under this Section 16.02 shall be made, at the option of the holder thereof, upon: (i) delivery to the Paying Agent by a holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note as Exhibit C thereto on or prior to the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery or book-entry transfer of the Notes to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent in The Borough of Manhattan, such delivery being a condition to receipt by the holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 16.02 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice shall state: (A) if certificated, the certificate number...

REPURCHASE OF NOTES AT OPTION OF HOLDERS of the Indenture provided that the Borrower shall (i) designate the UoB Account (2024) to receive the “Third Anniversary Repurchase Price” or “Fundamental Change Repurchase Price” (each as defined in the Indenture) in its relevant instructions to the “Depositary” and/or “Trustee” (each as defined in the Indenture) and (ii) make repayment of the outstanding Loans in an amount equivalent to the principal amount of the Transferred Convertible Notes (plus the accrued but unpaid interests of the Loans so repaid) under such repurchase request, as soon as practicable and within five (5) Business Days after the Borrower receives the “Third Anniversary Repurchase Price” or “Fundamental Change Repurchase Price,” as applicable. For the avoidance of doubt, the Borrower shall have the right to retain the rest of the “Third Anniversary Repurchase Price” or “Fundamental Change Repurchase Price” after deducting such prepayment amount.