Common use of Valuation Dates Clause in Contracts

Valuation Dates. Any Scheduled Trading Day following the Effective Date designated by Dealer from time to time in a written notice (a “Settlement Notice”) that is delivered to Counterparty at least one Scheduled Trading Day prior to such Valuation Date, specifying (i) the Valuation Date, (ii) the Daily Number of Shares, (iii) the number of Scheduled Trading Days in the Averaging Period determined, acting in good faith and in a commercially reasonable manner, based on the Daily Number of Shares, the volume, historical trading patterns and price of the Shares, and (iv) whether Dealer has received evidence of a valid Counterparty Shareholder Purchase Approval allowing Physical Settlement on the expected Settlement Date following such Valuation Date pursuant to Section 6(r), in which case Physical Settlement shall apply with respect to such Valuation Date; and (b) the Maturity Date. If, on any Business Day, the Number of Shares is greater than the number of Shares underlying all of Counterparty’s then outstanding Convertible Notes, Counterparty may provide written notice to Dealer of such fact (such notice, a “Notional Excess Notice”). Promptly following the date 90 calendar days immediately following the date on which Dealer receives a Notional Excess Notice from Counterparty (taking into consideration the amount of time necessary to completed any related unwind activity with respect to Dealer’s Hedge Position), Dealer shall deliver a Settlement Notice to Counterparty designating a Valuation Date and related Settlement Date with respect to a Daily Number of Shares following such Settlement Date is less than or equal to the number of Shares underlying all then outstanding Convertible Notes.

Valuation Dates. Any Scheduled Trading Day following the Effective Date designated by Dealer from time to time in a written notice (a “Settlement Notice”) that is delivered to Counterparty at least one five (5) Scheduled Trading Day Days prior to such Valuation Date, specifying (i) the Daily Number of Shares for such Valuation Date, Date and (ii) the Daily Number of Shares, (iii) the number of Scheduled Trading Days in the Averaging Period determined, acting in good faith and in a commercially reasonable manner, based on the Daily Number of Sharesif Physical Settlement is applicable, the volume, historical trading patterns and price of the Shares, and (iv) whether Dealer has received evidence of a valid Counterparty Shareholder Purchase Approval allowing Physical Settlement on the expected related Settlement Date following such Valuation Date pursuant to Section 6(r), in which case Physical Settlement shall apply with respect to such Valuation Date; and (b) the Note Maturity Date. If, If on any Exchange Business Day, fewer than 20% of Issuer’s 7.00% Convertible Senior Notes due 2031 (the Number “Notes”) issued pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of Shares is greater than November 11, 2025, among Issuer and Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and BofA Securities, Inc., as representatives of the number of Shares underlying all of Counterparty’s then outstanding Convertible NotesInitial Purchasers party thereto, Counterparty may provide remain outstanding, and Dealer has received written notice to Dealer from Counterparty or Issuer of such fact (such notice, a an “Notional Excess Early Settlement Notice”). Promptly following the date 90 calendar days immediately , then, following the date on which Dealer receives a Notional Excess Notice from Counterparty (taking into consideration the amount of time necessary to completed any related unwind activity with respect to Dealer’s Hedge Position)such Early Settlement Notice, Dealer shall deliver a Settlement Notice to Counterparty designating a Valuation Date and related Settlement Date with respect to a Daily Number of Shares following such Settlement Date is less than or equal to the number Number of Shares underlying all then outstanding Convertible NotesShares; provided that the Valuation Date designated by Dealer in any such Settlement Notice shall be no later than the date that is 90 calendar days following the date on which Dealer receives such Early Settlement Notice.