Form 8-K

8-K — Alphabet Inc.

Accession: 0001193125-26-259830

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0001652044

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — d36818d8k.htm (Primary)

EX-3.1 (d36818dex31.htm)

EX-3.2 (d36818dex32.htm)

EX-4.3 (d36818dex43.htm)

EX-4.4 (d36818dex44.htm)

EX-5.1 (d36818dex51.htm)

EX-5.2 (d36818dex52.htm)

EX-10.1 (d36818dex101.htm)

EX-10.2 (d36818dex102.htm)

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8-K

8-K (Primary)

Filename: d36818d8k.htm · Sequence: 1

8-K

Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per --12-31 false 0001652044 0001652044 2026-06-05 2026-06-05 0001652044 us-gaap:CommonClassAMember 2026-06-05 2026-06-05 0001652044 goog:CapitalClassCMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesAMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-06-05 2026-06-05 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 us-gaap:SeniorNotesMember 2026-06-05 2026-06-05 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-06-05 2026-06-05 0001652044 goog:A3.450SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-06-05 2026-06-05 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-06-05 2026-06-05 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-06-05 2026-06-05 0001652044 goog:A4.100SeniorNotesDue2039Member 2026-06-05 2026-06-05 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-06-05 2026-06-05 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.500PercentSeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-06-05 2026-06-05 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-06-05 2026-06-05 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-06-05 2026-06-05 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-06-05 2026-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 5, 2026

ALPHABET INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37580

61-1767919

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value

GOOGL

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Class C Capital Stock, $0.001 par value

GOOG

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per share

GOOGM

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per share

GOOGN

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

2.375% Senior Notes due 2028

—

Nasdaq Stock Market LLC

2.500% Senior Notes due 2029

—

Nasdaq Stock Market LLC

4.125% Senior Notes due 2029

—

Nasdaq Stock Market LLC

3.200% Senior Notes due 2030

—

Nasdaq Stock Market LLC

2.875% Senior Notes due 2031

—

Nasdaq Stock Market LLC

3.450% Senior Notes due 2032

—

Nasdaq Stock Market LLC

4.625% Senior Notes due 2032

—

Nasdaq Stock Market LLC

3.000% Senior Notes due 2033

—

Nasdaq Stock Market LLC

3.125% Senior Notes due 2034

—

Nasdaq Stock Market LLC

3.625% Senior Notes due 2034

—

Nasdaq Stock Market LLC

3.375% Senior Notes due 2037

—

Nasdaq Stock Market LLC

3.500% Senior Notes due 2038

—

Nasdaq Stock Market LLC

4.100% Senior Notes due 2039

—

Nasdaq Stock Market LLC

5.500% Senior Notes due 2041

—

Nasdaq Stock Market LLC

4.000% Senior Notes due 2044

—

Nasdaq Stock Market LLC

3.875% Senior Notes due 2045

—

Nasdaq Stock Market LLC

4.500% Senior Notes due 2045

—

Nasdaq Stock Market LLC

4.000% Senior Notes due 2054

—

Nasdaq Stock Market LLC

5.875% Senior Notes due 2058

—

Nasdaq Stock Market LLC

4.800% Senior Notes due 2063

—

Nasdaq Stock Market LLC

4.375% Senior Notes due 2064

—

Nasdaq Stock Market LLC

6.125% Senior Notes due 2126

—

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Mandatory Convertible Preferred Stock Offering

On June 2, 2026, Alphabet Inc. (“Alphabet” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as the representatives of the respective underwriters under such agreement, pursuant to which Alphabet agreed to issue and sell (1) 167,500,000 series A depositary shares (the “Series A Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series A Preferred Stock” and such offering, the “Series A Depositary Shares Offering”) and (2) 167,500,000 series B depositary shares (the “Series B Depositary Shares” and together with the Series A Depositary Shares, the “Depositary Shares”), each representing a 1/20th interest in a share of 6.25% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.001 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock” and such offering, the “Series B Depositary Shares Offering” and together with the Series A Depositary Shares Offering, the “Depositary Shares Offerings”).

Pursuant to the Underwriting Agreement, Alphabet granted the respective Underwriters of each Depositary Shares Offering an option to purchase up to an additional 25,000,000 Depositary Shares of such series within a 13-day period beginning on, and including, the date Alphabet first issues the Depositary Shares, solely to cover over-allotments, if any. On June 3, 2026, the Underwriters exercised each option in full.

The Depositary Shares Offerings each closed on June 5, 2026. Validity opinions issued by Alphabet’s counsel with respect to the Depositary Shares of each series sold in the respective Depositary Shares Offerings and the Preferred Stock of each series underlying such Depositary Shares are filed as Exhibits 5.1 and 5.2 hereto.

The Depositary Shares Offerings were made pursuant to a shelf registration statement on Form S-3 (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (Registration No. 333-296395), a base prospectus, dated June 1, 2026, included as part of the Registration Statement, and a prospectus supplement for each series, each dated June 2, 2026.

In connection with each Depositary Shares Offering, Alphabet filed a certificate of designations (each, a “Certificate of Designations”) with the Secretary of State of the State of Delaware, including the form of certificate for the corresponding series of Preferred Stock (each a “Form of Certificate”), to establish the preferences, limitations, and relative rights of such series of the Preferred Stock. Each Certificate of Designations became effective upon filing.

In connection with each Depositary Shares Offering, Alphabet entered into a deposit agreement (each, a “Deposit Agreement”), each dated June 5, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and the holders from time to time of the related series of depositary receipts (the “Depositary Receipts”), a form of which is included therein (each, a “Form of Depositary Receipt”).

Each Deposit Agreement provides for the deposit of shares of the relevant series of Preferred Stock from time to time with the Depositary and for the issuance of Depositary Receipts evidencing Depositary Shares of the relevant series in respect of the deposited Preferred Stock.

The foregoing descriptions of the terms of the Underwriting Agreement are qualified in their entirety by reference to the Form of Underwriting Agreement (Preferred Stock) a copy of which is filed as Exhibit 1.3 to the Registration Statement and is incorporated herein by reference. The foregoing descriptions of the terms of the respective Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt are qualified in their entirety by reference to the Certificates of Designations, Forms of Certificate, Deposit Agreements and Forms of Depositary Receipt, which are filed as Exhibits 3.1, 3.2, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, hereto and incorporated herein by reference.

Capped Call Transactions

On June 2, 2026, in connection with the pricing of the respective Depositary Shares Offerings, and on June 3, 2026 in connection with the Underwriters’ exercise of the over-allotment options to purchase additional Depositary Shares, Alphabet entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with one or more of the underwriters or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The Capped Call Transactions entered into in connection with the Series A Depositary Shares Offering (the

“Series A Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”), underlying the Series A Preferred Stock, based on the minimum conversion rate of the Series A Preferred Stock. The Capped Call Transactions entered into in connection with the Series B Depositary Shares Offering (the “Series B Capped Calls”) cover, subject to customary anti-dilution adjustments, the number of shares of Class C capital stock, par value $0.001 per share, of the Company (the “Class C Capital Stock”), underlying the Series B Preferred Stock, based on the minimum conversion rate of the Series B Preferred Stock. Subject to Alphabet’s right to elect cash settlement, the Capped Call Transactions are generally expected to reduce potential dilution to the Class A Common Stock or Class C Capital Stock, as applicable, upon any conversion of the Preferred Stock of the relevant series, with such reduction subject to a cap. The cap price of the Series A Capped Calls will initially be $532.6704 per share of Class A Common Stock, and the cap price of the Series B Capped Calls will initially be $527.7974 per share of Class C Capital Stock in each case, subject to certain adjustments under the terms of the relevant Capped Call Transactions.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of either Depositary Shares Offering and will not change the holders’ rights under the Depositary Shares of either series. Holders of the Depositary Shares will not have any rights with respect to the Capped Call Transactions.

The foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the forms of capped call transaction confirmation relating to the Series A Capped Calls and the Series B Capped Calls attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On June 4, 2026, the Company filed the Certificates of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the respective series of Preferred Stock. The Certificates of Designations became effective upon filing.

Subject to certain exceptions, under the terms of each series of Preferred Stock, so long as any share of Preferred Stock of such series remains outstanding, no dividend or distribution may be declared or paid on the Class A Common Stock, Class C Capital Stock or any other shares of junior stock, and no Class A Common Stock, Class C Capital Stock, or other junior stock or parity stock may be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of the Class A Common Stock or Class C Capital Stock, as the case may be, has been set apart for the payment of such dividends upon, all outstanding shares of Preferred Stock of the relevant series.

Holders of the Depositary Shares of each series will be entitled to a proportional fractional interest in the rights and preferences of the Preferred Stock of the corresponding series, including conversion, dividend, liquidation and voting rights, subject to the provisions of the applicable Deposit Agreement. Each series of the Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of the Company’s Class A Common Stock or Class C Capital Stock, as applicable or in any combination of cash and shares) (1) at a rate per annum equal to 6.25% on the liquidation preference thereof, with respect to the Series A Depositary Shares and (2) at a rate per annum equal to 6.25% on the liquidation preference thereof, with respect to the Series B Depositary Shares. The liquidation preference of each series of Preferred Stock is $1,000 per share. Dividends on each series of Preferred Stock will be payable when, as and if declared by the Company’s board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2026 and ending on, and including, May 15, 2029. Unless earlier converted, each outstanding share of Series A Preferred Stock will automatically convert for settlement on or about May 15, 2029, into between 2.2520 and 2.8160 shares of Class A Common Stock (and, correspondingly, each Series A Depositary Share will automatically convert into between 0.1126 and 0.1408 shares of Class A Common Stock), subject to customary anti-dilution adjustments, determined based on the average volume-weighted average price of the Class A Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to May 15, 2029. Unless earlier converted, each outstanding share of Series B Preferred Stock will automatically convert for settlement on or about May 15, 2029, into between 2.2740 and 2.8420 shares of Class C Capital Stock (and, correspondingly, each Series B Depositary Share will

automatically convert into between 0.1137 and 0.1421 shares of Class C Capital Stock), subject to customary anti-dilution adjustments, determined based on the average volume-weighted average price of the Class C Capital Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to May 15, 2029. Other than during a fundamental change conversion period (as defined in each Certificate of Designations), at any time prior to the mandatory conversion settlement date, a holder of 20 Series A Depositary Shares or 20 Series B Depositary Shares may cause the Depositary to convert one share of Preferred Stock of the applicable series, on such holder’s behalf, into a number of shares of Class A Common Stock equal to the minimum conversion rate of 2.2520, in the case of Series A Depositary Shares, or 2.2740, in the case of Series B Depositary Shares, subject to certain anti-dilution and other adjustments.

In addition, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of Preferred Stock of either series will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Preferred Stock, plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the Company’s assets available for distribution to the Company’s shareholders, after satisfaction of liabilities to the Company’s creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock, including the Class A Common Stock and Class C Capital Stock.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit

No.

Description

1.1

Form of Underwriting Agreement (Preferred Stock) (incorporated by reference to Exhibit 1.3 to Alphabet Inc’s Registration statement on Form S-3; File No: 333-296395)

3.1

Certificate of Designations for the 6.25% Series A Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026

3.2

Certificate of Designations for the 6.25% Series B Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective June 4, 2026

4.1

Form of Certificate for the 6.25% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1)

4.2

Form of Certificate for the 6.25% Series B Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.2)

4.3

Deposit Agreement for the Series A Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary

4.4

Deposit Agreement for the Series B Mandatory Convertible Preferred Stock, dated as of June 5, 2026, among Alphabet Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary

4.5

Form of Depositary Receipt for the Series A Depositary Shares (included as Exhibit A to Exhibit 4.3)

4.6

Form of Depositary Receipt for the Series B Depositary Shares (included as Exhibit A to Exhibit 4.4)

5.1

Opinion of Cleary Gottlieb Steen & Hamilton LLP for the Series A Depositary Shares

5.2

Opinion of Cleary Gottlieb Steen & Hamilton LLP for the Series B Depositary Shares

10.1

Form of Series A Capped Call Transaction Confirmation

10.2

Form of Series B Capped Call Transaction Confirmation

23.1

Consent of Cleary Gottlieb Steen & Hamilton LLP for the Series A Depositary Shares (included in Exhibit 5.1)

23.2

Consent of Cleary Gottlieb Steen & Hamilton LLP for the Series B Depositary Shares (included in Exhibit 5.2)

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALPHABET INC.

Date: June 5, 2026

/s/ Anat Ashkenazi

Anat Ashkenazi

Senior Vice President, Chief Financial Officer

EX-3.1

Filename: d36818dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

Certificate of Designations of

6.25% Series A Mandatory Convertible Preferred Stock of

Alphabet Inc.

Alphabet

Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, (a) on May 21, 2026 the board of

directors of the Corporation (the “Board of Directors”) authorized the Audit Committee thereof (the “Audit Committee”) to determine the designation, powers, preferences, rights and the qualifications,

limitations or restrictions and all other terms of the issuance of one or more series of preferred stock; and (b) on June 3, 2026, the Audit Committee adopted the resolution shown immediately below, which resolution is now, and at all

times since its date of adoption has been, in full force and effect.

RESOLVED, that pursuant to the provisions of the Amended and

Restated Certificate of Incorporation of the Corporation (as such may be further amended, modified or restated from time to time, the “Certificate of Incorporation”) (which authorizes 100,000,000 shares of Preferred Stock, par

value $0.001 per share (the “Preferred Stock”)), and the authority vested in the Board of Directors and as delegated to the Audit Committee, a series of Preferred Stock be, and it hereby is, created, and that the designation and

number of shares of such series, and the powers, preferences, rights and the qualifications, limitations or restrictions thereof are as set forth in the Certificate of Incorporation and this Certificate of Designations, as it may be amended from

time to time (this “Certificate of Designations”) as follows:

Part 1. Designation and Number of Shares.

Pursuant to the Certificate of Incorporation, there is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock consisting of 9,625,000 shares of the Preferred Stock of the

Corporation designated as the “6.25% Series A Mandatory Convertible Preferred Stock” (the “Series A Mandatory Convertible Preferred Stock”). Such number of shares may be decreased by resolution of the Board of

Directors or any duly authorized committee thereof, subject to the terms and conditions hereof; provided that no decrease shall reduce the number of shares of the Series A Mandatory Convertible Preferred Stock to a number less than the number

of shares then outstanding.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are

incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed

by Juan Rajlin, its Treasurer, this fifth day of June, 2026.

ALPHABET INC.

By:

/s/ Juan Rajlin

Name: Juan Rajlin

Title: Treasurer

[Signature Page to Certificate of Designations of Series A Mandatory Convertible Preferred Stock]

ANNEX A

STANDARD PROVISIONS

SECTION 1. General Matters; Ranking. Each share of the Series A Mandatory Convertible Preferred Stock shall be identical in all

respects to every other share of the Series A Mandatory Convertible Preferred Stock. The Series A Mandatory Convertible Preferred Stock, with respect to dividend rights and/or rights upon the liquidation,

winding-up or dissolution of the Corporation, as applicable, shall rank (i) senior to all Junior Stock, (ii) on a parity with all Parity Stock and (iii) junior to all Senior Stock and the

Corporation’s existing and future indebtedness.

SECTION 2. Standard Definitions. As used herein with respect to the

Series A Mandatory Convertible Preferred Stock:

“Accumulated Dividend Amount” means, with respect to any Fundamental

Change Conversion, the aggregate amount of accumulated and unpaid dividends, if any, for any Dividend Periods prior to the Effective Date of the relevant Fundamental Change, including for the partial Dividend Period, if any, from, and including, the

Dividend Payment Date immediately preceding such Effective Date to, but excluding, such Effective Date.

“ADRs” shall

have the meaning set forth in Section 13(e).

“Applicable Market Value” means the Average VWAP per share of

Class A Common Stock over the Final Averaging Period.

“Audit Committee” shall have the meaning set forth in the

recitals.

“Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each

Trading Day in such period.

“Board of Directors” shall have the meaning set forth in the recitals.

“Business Day” means any day other than a Saturday or Sunday or other day on which commercial banks in New York City are

authorized or required by law or executive order to close.

“Bylaws” means the bylaws of the Corporation, as amended

and restated, as they may be further amended from time to time.

“Certificate of Designations” shall have the meaning

set forth in the recitals.

“Certificate of Incorporation” shall have the meaning set forth in the recitals.

“Clause I Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Clause II Distribution” shall have the meaning set forth in

Section 13(a)(iv).

“Clause IV Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Class A Common Stock” means the Class A common stock, par value $0.001 per share, of the

Corporation, subject to Section 13(e).

“Class B Common Stock” means the Class B

common stock, par value $0.001 per share, of the Corporation.

“Class C Capital Stock” means

the Class C Capital Stock, par value $0.001 per share, of the Corporation.

“close of business” means 5:00 p.m.,

New York City time.

“Conversion and Dividend Disbursing Agent” means Computershare Trust Company, N.A., the

Corporation’s duly appointed conversion and dividend disbursing agent for the Series A Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Conversion Date” shall have the meaning set forth in Section 3(a).

“Corporation” shall have the meaning set forth in the recitals.

“Current Market Price” per share of Class A Common Stock (or, in the case of clause (ii) below, per share of

Class A Common Stock, capital stock or similar equity interest, as applicable) means, for the purposes of determining an adjustment to the Fixed Conversion Rates:

(i) for purposes of any adjustment pursuant to Section 13(a)(ii), Section 13(a)(iv)(A) or

Section 13(a)(v), the Average VWAP per share of Class A Common Stock over the ten consecutive Trading Day period ending on, and including, (x) for purposes of Section 13(a)(ii), the Trading Day immediately preceding the

announcement date of the relevant issuance and (y) for purposes of Section 13(a)(iv)(A) or Section 13(a)(v), the Trading Day immediately preceding the Ex-Date of the relevant distribution;

(ii) for purposes of any adjustment pursuant to Section 13(a)(iv)(B), the Average VWAP per share of Class A

Common Stock, capital stock or similar equity interest, as applicable (in the case of any capital stock or similar equity interest, determined by reference to the definition of “VWAP” as if references therein to Class A Common Stock

were to such capital stock or similar equity interest), over the first ten consecutive Trading Days commencing on, and including, the Ex-Date of such distribution; and

(iii) for purposes of any adjustment pursuant to Section 13(a)(vi), the Average VWAP per share of Class A

Common Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date of the relevant tender offer or exchange offer.

“Distributed Property” shall have the meaning set forth in

Section 13(a)(iv)(A).

“Dividend Amount” shall have the meaning set forth in Section 3(a).

“Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year commencing

on, and including, August 15, 2026 to, and including, May 15, 2029.

“Dividend Period” means the period from, and

including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on, and include, the Initial Issue Date and shall end on, but exclude, August 15, 2026.

“DTC” means The Depository Trust Company.

“Early Conversion” shall have the meaning set forth in Section 8(a).

“Early Conversion Additional Conversion Amount” shall have the meaning set forth in Section 8(b).

“Early Conversion Average Price” shall have the meaning set forth in Section 8(b).

“Early Conversion Date” shall have the meaning set forth in Section 10(b).

“Effective Date” shall have the meaning set forth in Section 9(a), except that, as used in Section 13(a)(iii) and

Section 13(c)(ii), “Effective Date” means the first date on which shares of the Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share subdivision or

combination, as applicable.

“Ex-Date” when used with respect to any issuance,

dividend or distribution, means the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in

question, from the Corporation or, if applicable, from the seller of the Class A Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Property” shall have the meaning set forth in Section 13(e).

“Expiration Date” shall have the meaning set forth in Section 13(a)(vi).

“Fair Market Value” means the fair market value as determined in good

faith by the Board of Directors (or an authorized committee thereof), whose determination shall be conclusive and set forth in a resolution of the Board of Directors (or such authorized committee).

“Final Averaging Period” means the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled

Trading Day immediately preceding May 15, 2029.

“Five-Day Average

Price” shall have the meaning set forth in Section 3(c)(iii).

“Fixed Conversion Rates” means the

Maximum Conversion Rate and the Minimum Conversion Rate.

“Floor Price” shall have the meaning set forth in

Section 3(e).

A “Fundamental Change” shall be deemed to have occurred at the time any of the following occurs

after the Initial Issue Date:

(a) a “person” or “group” within the meaning of

Section 13(d) of the Exchange Act, other than the Corporation, its Wholly Owned Subsidiaries and the employee benefit or incentive plans of the Corporation and its Wholly Owned Subsidiaries, files a Schedule TO or any schedule, form or report

under the Exchange Act disclosing that such “person” or “group” has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of

more than 50% of the outstanding shares of the Class A Common Stock or the Corporation otherwise becomes aware of such beneficial ownership;

(b) the consummation of (A) any recapitalization, reclassification or change of the Class A Common Stock (other

than a change only in par value or changes resulting from a subdivision or combination) as a result of which the Class A Common Stock would be converted into, or exchanged for, or would represent solely the right to receive stock, other

securities, other property or assets (including cash); (B) any share exchange, consolidation or merger of the Corporation pursuant to which the Class A Common Stock will be converted into, will be exchanged for, or will represent solely the

right to receive, stock, other securities, other property or assets (including cash); or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the

Corporation and its Subsidiaries, taken as a whole, to any Person other than one of the Corporation’s Wholly Owned Subsidiaries; or

listed on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental

Change if at least 90% of the consideration received or to be received by all holders of the Class A Common Stock (excluding cash payments for fractional shares or pursuant to dissenters’ appraisal rights) in connection with such

transaction or transactions consists of shares of common equity that are listed on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed when

issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Series A Mandatory Convertible Preferred Stock becomes convertible into or exchangeable for such consideration, excluding

cash payments for fractional shares or pursuant to dissenters’ appraisal rights.

If any transaction in which the Class A Common Stock is replaced by securities of

another entity pursuant to Section 13(e) occurs, following completion of any related Fundamental Change Conversion Period (or, if none, the Effective Date of such transaction), references to the Corporation in this definition of

“Fundamental Change” shall instead be references to such other entity.

“Fundamental Change

Conversion” shall have the meaning set forth in Section 9(a).

“Fundamental Change Conversion Date”

shall have the meaning set forth in Section 10(c).

“Fundamental Change Conversion Period” shall have the meaning

set forth in Section 9(a).

“Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, the

conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to such Fundamental Change:

Stock Price

Effective Date

$100.00

$200.00

$300.00

$355.11

$400.00

$425.00

$444.05

$500.00

$600.00

$750.00

$1,000.00

June 5, 2026

2.7020

2.5980

2.4560

2.3980

2.3600

2.3420

2.3300

2.3040

2.2720

2.2480

2.2360

May 15, 2027

2.7480

2.6740

2.5160

2.4420

2.3920

2.3680

2.3540

2.3180

2.2780

2.2520

2.2400

May 15, 2028

2.7840

2.7660

2.6140

2.5080

2.4340

2.3980

2.3760

2.3240

2.2740

2.2500

2.2440

May 15, 2029

2.8160

2.5000

2.3520

2.2520

The exact Stock Price and Effective Date may not be set forth in the table, in which case:

(x) If the Stock Price is between two Stock Prices set forth in the table above, or if the Effective Date is between two Effective Dates

set forth in the table above, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Prices and the earlier and later

Effective Dates, as applicable, based on a 365-day or 366-day year, as applicable.

(y) If the Stock Price is in excess of $1,000.00

per share (subject to adjustment in the same manner as adjustments are made to the Stock Prices in the column headings in the table above in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall

be the Minimum Conversion Rate.

(z) If the Stock Price is less than $100.00 per share (subject to adjustment in the

same manner as adjustments are made to the Stock Prices in the column headings in the table above in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate.

The Stock Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of

Section 13(c)(iv). The Fundamental Change Conversion Rates set forth in the table above are each subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in Section 13.

“Fundamental Change Dividend Make-whole Amount” shall have the meaning set forth in Section 9(a).

“Fundamental Change Early Conversion Right” shall have the meaning set forth in Section 9(a).

“Fundamental Change Notice” shall have the meaning set forth in Section 9(b).

“Holder” means each person in whose name shares of the Series A Mandatory Convertible Preferred Stock are registered, who

shall be treated by the Corporation and the Registrar as the absolute owner of those shares of Series A Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

“Initial Dividend Threshold” shall have the meaning set forth in Section 13(a)(v).

“Initial Issue Date” means June 5, 2026.

“Initial Price” means $1,000, divided by the Maximum Conversion Rate, rounded to the nearest $0.0001, which is

initially equal to $355.1136.

“Junior Stock” means (i) the Class A Common Stock, the Class B Common

Stock and the Class C Capital Stock and (ii) each other class or series of capital stock of the Corporation issued after the Initial Issue Date, the terms of which do not expressly provide that such capital stock shall rank either

(x) senior to the Series A Mandatory Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on a parity with the Series

A Mandatory Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Dividend Amount” shall have the meaning set forth in Section 4(a).

“Liquidation Preference” means, as to the Series A Mandatory Convertible Preferred Stock, $1,000 per share.

“Make-whole Dividend Amount” shall have the meaning set forth in Section 9(a).

“Mandatory Conversion” shall have the meaning set forth in

Section 7(a).

“Mandatory Conversion Additional Conversion Amount” shall have the meaning set forth in

Section 7(c).

“Mandatory Conversion Date” means the second Business Day immediately following the last Trading

Day of the Final Averaging Period.

“Mandatory Conversion Rate” shall have the meaning set forth in Section 7(b).

“Market Disruption Event” means (a) a failure by the primary U.S. national or regional securities exchange or

market on which the Class A Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for

the Class A Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock

exchange or otherwise) in the Class A Common Stock or in any options contracts or futures contracts relating to the Class A Common Stock.

“Maximum Conversion Rate” shall have the meaning set forth in Section 7(b)(iii).

“Minimum Conversion Rate” shall have the meaning set forth in Section 7(b)(i).

“Nonpayment” shall have the meaning set forth in Section 6(b)(i).

“Nonpayment Remedy” shall have the meaning set forth in Section 6(b)(iii).

“Officer” means the Chief Executive Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer or the

Secretary of the Corporation.

“Officer’s Certificate” means a certificate of the Corporation, signed by any duly

authorized Officer of the Corporation.

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

“Parity Stock” means the Series B Mandatory Convertible Preferred Stock, and any class or series of capital stock of the

Corporation issued after the Initial Issue Date, the terms of which expressly provide that such capital stock shall rank on a parity with the Series A Mandatory Convertible Preferred Stock as to dividend rights and rights upon the

Corporation’s liquidation, winding-up or dissolution.

“Person” means an

individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Preferred Stock” shall have the meaning set forth in the recitals.

“Preferred Stock Directors” shall have the meaning set forth in

Section 6(b)(i).

“Prospectus Supplement (Series A)” means the preliminary prospectus supplement dated

June 1, 2026, as supplemented by the related pricing term sheet dated June 2, 2026, relating to the offering and sale of the Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares.

“Prospectus Supplement (Series B)” means the preliminary prospectus supplement dated June 1, 2026, as supplemented by

the related pricing term sheet dated June 2, 2026, relating to the offering and sale of the Series B Mandatory Convertible Preferred Stock and the Series B Depositary Shares.

“Record Date” means, with respect to any Dividend Payment Date, the February 1, May 1, August 1 or November 1, as the

case may be, immediately preceding the relevant February 15, May 15, August 15 or November 15 Dividend Payment Date, respectively. These Record Dates shall apply regardless of whether a particular Record Date is a Business Day.

“Record Holder” means, with respect to any Dividend Payment Date, a Holder of record of the Series A Mandatory

Convertible Preferred Stock as such Holder appears on the stock register of the Corporation at the close of business on the related Record Date.

“Registrar” means, initially, Computershare Trust Company, N.A., as the Corporation’s duly appointed registrar for

the Series A Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Reorganization Common

Stock” shall have the meaning set forth in Section 13.

“Reorganization Event” shall have the meaning

set forth in Section 13(e).

“Reorganization Valuation Percentage” for any Reorganization Event shall be equal to

(x) the Average VWAP of one share of the relevant Reorganization Common Stock over the relevant Reorganization Valuation Period (determined as if references to “Class A Common Stock” in the definition of “VWAP” were

references to the “Reorganization Common Stock” for such Reorganization Event), divided by (y) the Average VWAP of one share of Class A Common Stock over the relevant Reorganization Valuation Period.

“Reorganization Valuation Period” for any Reorganization Event means the five consecutive Trading Day period immediately

preceding, but excluding, the effective date for such Reorganization Event.

“Scheduled Trading Day” means any day that

is scheduled to be a Trading Day.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and

regulations thereunder.

“Senior Stock” means each class or series of capital stock of the

Corporation issued after the Initial Issue Date, the terms of which expressly provide that such capital stock shall rank senior to the Series A Mandatory Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s

liquidation, winding-up or dissolution.

“Series A Depositary Shares”

means the depositary shares representing fractional interests in the Series A Mandatory Convertible Preferred Stock.

“Series

A Mandatory Convertible Preferred Stock” shall have the meaning set forth in Part 1 of this Certificate of Designations.

“Series B Depositary Shares” means the depositary shares representing fractional interests in the Series B Mandatory

Convertible Preferred Stock.

“Series B Mandatory Convertible Preferred Stock” means the Series B Mandatory Convertible

Preferred Stock, par value $0.001 per share, of the Corporation.

“Shelf Registration Statement” means a shelf

registration statement filed with the Securities and Exchange Commission in connection with the issuance of or resales of shares of Class A Common Stock issued as payment of a dividend on shares of the Series A Mandatory Convertible Preferred

Stock, including dividends paid in connection with a conversion thereof.

“Spin-Off” means a distribution by the Corporation to all or substantially all

holders of Class A Common Stock consisting of capital stock of, or similar equity interests in, or relating to a Subsidiary or other business unit of the Corporation, that are, or, when issued, will be, listed or admitted for trading on a U.S.

national securities exchange.

“Stock Price” means, for any Fundamental Change, (i) if all holders of Class A

Common Stock receive only cash in exchange for their Class A Common Stock in such Fundamental Change, the amount of cash paid in such Fundamental Change per share of Class A Common Stock, and (ii) in all other cases, the Average VWAP

per share of Class A Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of such Fundamental Change.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which

more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners

or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Threshold Appreciation Price” means $1,000, divided by the Minimum Conversion Rate, rounded to the nearest $0.0001,

which is initially equal to $444.0497.

“Trading Day” means a day on which (x) there is no Market

Disruption Event and (y) trading in the Class A Common Stock generally occurs on the Nasdaq Global Select Market or, if the Class A Common Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S.

national or regional securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the

Class A Common Stock is then listed or admitted for trading. If the Class A Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

“Transfer Agent” initially means Computershare Trust Company, N.A., as the Corporation’s duly appointed transfer

agent for the Series A Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Trigger

Event” shall have the meaning set forth in Section 13(a)(iv).

“Unit of Exchange Property” shall have

the meaning set forth in Section 13(e).

“Voting Preferred Stock” means any class or series of Parity Stock upon

which voting rights like those set forth in Section 6(b) have been conferred and are exercisable, including the Series B Mandatory Convertible Preferred Stock.

“VWAP” per share of Class A Common Stock on any Trading Day means the per share volume-weighted average price as

displayed on Bloomberg page “GOOGL <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time (or, if the scheduled close of trading of the

primary session for the primary U.S. national or regional securities exchange or market on which Class A Common Stock is listed or admitted for trading on such Trading Day is earlier, such earlier scheduled close of trading), on such Trading

Day; or, if such price is not available, “VWAP” means the market value per share of Class A Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent

investment banking firm retained by the Corporation for this purpose.

“Wholly Owned Subsidiary” means, with respect to

any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.

SECTION 3. Dividends. (a) Rate. Subject to the rights of holders of any class of capital stock of the Corporation

ranking senior to the Series A Mandatory Convertible Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors (or an authorized committee thereof) out of funds of the

Corporation legally available therefor, cumulative dividends at the rate per annum of 6.25% on the Liquidation Preference per share of Series A Mandatory Convertible Preferred Stock (equivalent to $62.50 per annum per share (the “Dividend

Amount”)), payable in cash, by delivery of shares of Class A Common Stock or through any combination of cash and shares of Class A Common Stock, as determined by the Board of Directors (or an authorized committee thereof) in its

sole discretion (subject to the limitations described below). Declared dividends on the Series A Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from

the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available for the payment of

such dividends. Declared dividends shall be payable on the relevant Dividend Payment Date to Record Holders at the close of business on the immediately preceding Record Date, whether or not such Record Holders convert their shares of Series A

Mandatory Convertible Preferred Stock, or such shares are automatically converted, after such Record Date and on or prior to the immediately succeeding Dividend Payment Date. If a Dividend Payment Date is not a Business Day, payment shall be made on

the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

The amount of dividends payable on each share of Series A Mandatory Convertible Preferred

Stock for each full Dividend Period (after the initial Dividend Period) shall be computed by dividing the annual dividend rate by four. Dividends payable on the Series A Mandatory Convertible Preferred Stock for the initial Dividend Period and any

partial Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months).

Accumulated dividends shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.

No dividend shall be

declared or paid upon, or any sum or number of shares of Class A Common Stock set apart for the payment of dividends upon, any outstanding share of Series A Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all

dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of shares of Class A Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A

Mandatory Convertible Preferred Stock.

Holders shall not be entitled to any dividends on the Series A Mandatory Convertible Preferred

Stock, whether payable in cash, shares of Class A Common Stock or other property, in excess of full cumulative dividends, calculated as set forth above.

Except as described in this Section 3(a), dividends on any share of Series A Mandatory Convertible Preferred Stock converted to

Class A Common Stock shall cease to accumulate on the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date (each, a “Conversion Date”), as applicable.

(b) Priority of Dividends. So long as any share of the Series A Mandatory Convertible Preferred Stock remains outstanding, no

dividend or distribution shall be declared or paid on the Class A Common Stock or any other shares of Junior Stock, and no Class A Common Stock or other Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or

otherwise acquired for consideration by the Corporation or any of its Subsidiaries unless all accumulated and unpaid dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of shares of

Class A Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to (i) a dividend payable on any

Class A Common Stock or other Junior Stock in shares of any Class A Common Stock or other Junior Stock; (ii) the acquisition of shares of any Class A Common Stock or other Junior Stock in exchange for, or a purchase, redemption

or other acquisition for value of shares of any Class A Common Stock or other Junior Stock with the proceeds from a substantially concurrent sale of, shares of any Class A Common Stock or other Junior Stock and the payment of cash in lieu

of any fractional share of Class A Common Stock or other Junior Stock; (iii) purchases of fractional interests in shares of any Class A Common Stock or other Junior Stock pursuant to the conversion or exchange provisions of such

shares of other Junior Stock or any securities exchangeable for or convertible into such shares of Class A Common Stock or other Junior Stock; (iv) redemptions, purchases or other acquisitions of shares of Class A Common Stock or

other Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more of the Corporation’s or its Subsidiaries’ employees, officers, directors, consultants or

independent contractors, including, without limitation, the forfeiture of unvested shares of restricted stock or share withholdings upon exercise, delivery or vesting of equity awards and the payment of cash in lieu of any fractional share of

Class A Common Stock or other Junior Stock; (v) any dividends or distributions of rights or Class A Common Stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights

pursuant to any stockholders’ rights plan, and the payment of cash in lieu of any fractional share of Class A Common Stock or other Junior Stock; (vi) purchases of Junior Stock pursuant to a binding contract (including a stock

repurchase plan) to make such purchases, if such contract was in effect before the Initial Issue Date; (vii) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Class A Common Stock or other Junior Stock or

Parity Stock on behalf of any other Persons (other than the Corporation or any of its Subsidiaries) that is a beneficial owner thereof, including as trustees or custodians; (viii) the exchange or conversion or reclassification of Junior Stock

for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) and the payment of cash in lieu of any fractional share of other Junior Stock or other Parity Stock, as the

case may be; or (ix) the settlement of any convertible note hedge transactions or capped call transactions entered into in connection with the issuance, by the Corporation or any of its Subsidiaries, of the Series A Depositary Shares, Series B

Depositary Shares or any preferred stock or debt securities that are convertible into, or exchangeable for, the Class A Common Stock or other Junior Stock (or into or for any combination of cash and Class A Common Stock or other Junior

Stock based on the value of the Class A Common Stock or other Junior Stock), provided such convertible note hedge transactions or capped call transactions, as applicable, were entered into (x) in connection with the offering of the Series

A Depositary Shares pursuant to the Prospectus Supplement (Series A) or the offering of the Series B Depositary Shares pursuant to the Prospectus Supplement (Series B), (y) before the Initial Issue Date or (z) on customary terms in compliance

with the foregoing provision.

When dividends on shares of Series A Mandatory Convertible Preferred Stock have not been

paid in full on any Dividend Payment Date or declared and a sum or number of shares of Class A Common Stock sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Record Date, no dividends may be

declared or paid on any Parity Stock unless dividends are declared on the Series A Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the Series A Mandatory Convertible Preferred Stock and each such

other class or series of Parity Stock shall bear the same ratio to each other as all accumulated and unpaid dividends per share on the shares of the Series A Mandatory Convertible Preferred Stock and such class or series of Parity Stock (which

dollar amount will, if dividends on such class or series of Parity Stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof) (subject to their having been declared by the Board

of Directors (or an authorized committee thereof) out of legally available funds) bear to each other immediately prior to the payment of such dividends, in proportion to their respective liquidation preferences; provided that any unpaid

dividends on the Series A Mandatory Convertible Preferred Stock will continue to accumulate.

For the avoidance of doubt, the provisions set forth in this Section 3(b) shall not

prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any Junior Stock.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board

of Directors (or an authorized committee thereof) may be declared and paid on any securities, including Class A Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and Holders shall not be

entitled to participate in any such dividends.

If the Corporation (or an applicable withholding agent) is required to withhold on

distributions of Class A Common Stock to a Holder and pay the applicable withholding taxes, the Corporation may, at its option, or an applicable withholding agent may, withhold such taxes from, or set off such taxes against, payments of cash or

shares of Class A Common Stock payable to such Holder or such Holder’s other funds or assets.

of Dividends. (i) Subject to the limitations described below, the Corporation may pay any declared dividend (or any portion of any declared dividend) on the Series A Mandatory Convertible Preferred Stock, whether or not for a current Dividend

Period or any prior Dividend Period, as determined by the Board of Directors (or an authorized committee thereof) in its sole discretion:

(A) by paying cash;

(B) by delivering shares of Class A Common Stock; or

(ii) Each payment of a declared dividend on the Series A Mandatory

Convertible Preferred Stock shall be made in cash, except to the extent the Corporation timely elects to make all or any portion of such payment in shares of Class A Common Stock. The Corporation shall give notice to Holders of any such

election, and the portion of such payment that will be made in cash and the portion of such payment that will be made in Class A Common Stock, on the earlier of the date the Corporation declares such dividend and the tenth Scheduled Trading Day

immediately preceding the Dividend Payment Date for such dividend.

(iii) Any shares of Class A Common Stock

issued in payment or partial payment of a declared dividend shall be valued for such purpose at the Average VWAP per share of Class A Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day

immediately preceding the applicable Dividend Payment Date (the “Five-Day Average Price”), multiplied by 97%.

(d) No fractional shares of Class A Common Stock shall be delivered by the Corporation to Holders in payment or partial payment of

a dividend. A cash adjustment shall instead be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a share of Class A Common Stock based on the Five-Day

Average Price.

(e) Notwithstanding the foregoing, in no event shall the number of shares of Class A Common Stock delivered in

connection with any declared dividend exceed a number equal to the amount of such declared dividend as to which the Corporation has elected to deliver shares of Class A Common Stock in lieu of paying cash divided by $124.29, subject to

adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth in Section 13 (such dollar amount, as adjusted from time to time, the “Floor Price”). To the extent that

the amount of any declared dividend as to which the Corporation has elected to deliver shares of Class A Common Stock in lieu of paying cash exceeds the product of the number of shares of Class A Common Stock delivered in connection with

such declared dividend and 97% of the Five-Day Average Price, the Corporation shall, if it is legally able to do so, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in

cash.

(f) To the extent that the Corporation, in its reasonable judgment, determines that a Shelf Registration Statement is

required in connection with the issuance of, or for resales of, Class A Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion, the Corporation shall, to the extent such a Shelf Registration

Statement is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of Class A Common Stock have

been resold thereunder and such time as all such shares are freely tradable without registration by Holders thereof that are not, and have not been within the three months preceding, “affiliates” of the Corporation for purposes of the

Securities Act. To the extent applicable, the Corporation shall also use its commercially reasonable efforts to have such shares of Class A Common Stock qualified or registered under applicable state securities laws, if required, and approved

for listing on the Nasdaq Global Select Market (or if the Class A Common Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Class A Common Stock is

then listed).

SECTION 4. Liquidation,

Winding-Up or Dissolution. (a) In the event of any voluntary or involuntary liquidation, winding-up or dissolution of the

Corporation, each Holder shall be entitled to receive the Liquidation Preference per share of Series A Mandatory Convertible Preferred Stock, plus an amount (the “Liquidation Dividend Amount”) equal to accumulated and

unpaid dividends on such shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the assets of the Corporation available for distribution to its stockholders,

after satisfaction of liabilities owed to the Corporation’s creditors and holders of any Senior Stock, and before any payment or distribution is made to holders of any Junior Stock, including, without limitation, Class A Common Stock.

(b) Neither the sale of all or substantially all of the assets or business of the Corporation (other than in connection with the

liquidation, winding-up or dissolution of the Corporation), nor the merger or consolidation of the Corporation into or with any other Person, shall be deemed to be a voluntary or involuntary liquidation, winding-up or dissolution of the Corporation for the purposes of this Section 4.

upon the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount

of the Series A Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends to, but excluding, the date fixed for liquidation,

winding-up or dissolution on, all Parity Stock are not paid in full, the Holders and all holders of any Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets in

proportion to the respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they are entitled.

(d) After the payment to any Holder of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for each of

such Holder’s shares of Series A Mandatory Convertible Preferred Stock, such Holder as such shall have no right or claim to any of the remaining assets of the Corporation.

SECTION 5. No Redemption; No Sinking Fund. The Series A Mandatory Convertible Preferred Stock shall not be subject to any

redemption, sinking fund or other similar provisions.

SECTION 6. Voting Rights.

(a) General. Holders shall not have any voting rights except as set forth in this Section 6 or as otherwise from time to

time specifically required by Delaware law.

(b) Right to Elect Two Directors Upon Nonpayment. (i) Whenever

dividends on any shares of Series A Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more Dividend Periods (including, for the avoidance of doubt, the Dividend Period beginning on, and including, the

Initial Issue Date and ending on, but excluding, August 15, 2026), whether or not for consecutive Dividend Periods (a “Nonpayment”), the Holders, voting together as a single class with holders of any and all other series of Voting

Preferred Stock then outstanding, shall be entitled at the Corporation’s next special or annual meeting of stockholders to vote for the election of a total of two additional members of the Board of Directors (the “Preferred Stock

Directors”); provided that the election of any such directors will not cause the Corporation to violate the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange or automated quotation

system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; provided further that the Board of Directors shall at no time include more than

two Preferred Stock Directors. In the event of a Nonpayment, the number of directors then constituting the Board of Directors shall be increased by two, and the new directors shall be elected at an annual or special meeting of stockholders called by

the Board of Directors, subject to its fiduciary duties, at the request of the holders of record of at least 25% of the shares of Series A Mandatory Convertible Preferred Stock or of any other series of Voting Preferred Stock (provided that

if such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders, such election shall be held at such next annual or special meeting of stockholders), and at each subsequent

annual meeting, so long as the Holders continue to have such voting rights. Whether a plurality, majority or other portion of the Series A Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any

matter shall be determined by reference to the respective liquidation preference amounts of the Series A Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

(ii) Any request to call a meeting for the initial election of the

Preferred Stock Directors after a Nonpayment shall be made by written notice, signed by the requisite holders of Series A Mandatory Convertible Preferred Stock or Voting Preferred Stock then outstanding, and delivered to the Corporation in such

manner as provided for in Section 16 below, or as may otherwise be required by law.

(iii) If and when all

accumulated and unpaid dividends on the Series A Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number of shares of Class A Common Stock sufficient for such payment shall have been set aside (a

“Nonpayment Remedy”), the Holders shall immediately and, without any further action by the Corporation, be divested of the voting rights described in this Section 6(b), subject to the revesting of such rights in the event of

each subsequent Nonpayment. If such voting rights for the Holders and all other holders of Voting Preferred Stock shall have terminated, the term of office of each Preferred Stock Director so elected shall terminate at such time and the number of

directors on the Board of Directors shall automatically decrease by two.

(iv) Any Preferred Stock Director may be

removed at any time with or without cause by the holders of record of a majority of the outstanding shares of the Series A Mandatory Convertible Preferred Stock and any other shares of Voting Preferred Stock then outstanding (voting together as a

single class) when they have the voting rights described in this Section 6(b). In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other

than prior to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office or, if none remains in office, by a vote of the holders of record of a

majority of the outstanding shares of the Series A Mandatory Convertible Preferred Stock and any other shares of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting rights described in this

Section 6(b); provided that the filling of each vacancy will not cause the Corporation to violate the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange or automated quotation system on

which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Any such vote of Holders and holders of any Voting Preferred Stock to remove, or to fill a

vacancy in the office of, a Preferred Stock Director may be taken only at an annual or special meeting of stockholders of the Corporation, called as provided above for an initial election of Preferred Stock Directors after a Nonpayment

(provided that if such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders of the Corporation, such vote shall be taken at such next annual or special meeting of

stockholders of the Corporation). Each Preferred Stock Director elected at any annual or special meeting of stockholders of the Corporation or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting

of the stockholders of the Corporation if such office shall not have previously terminated and such Preferred Stock Director shall not have been removed from such office, in each case as provided above.

Convertible Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the affirmative vote or consent of the Holders of at least

two-thirds of the outstanding shares of Series A Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of Voting Preferred Stock then outstanding,

given in person or by proxy, either in writing without a meeting or by vote at any meeting called for such purpose, shall be necessary for effecting or validating any authorization or creation of, or any increase in the authorized amount of, any

Senior Stock.

In addition, so long as any shares of Series A Mandatory Convertible Preferred Stock are outstanding, in addition to any

other vote or consent of stockholders required by law or by the Certificate of Incorporation, the affirmative vote or consent of the Holders of at least two-thirds of the outstanding shares of Series A

Mandatory Convertible Preferred Stock, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for such purpose, shall be necessary for effecting or validating:

(i) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or this Certificate of

Designations so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Mandatory Convertible Preferred Stock; or

(ii) any consummation of a binding share exchange or reclassification

involving the Series A Mandatory Convertible Preferred Stock, or of a merger or consolidation of the Corporation with or into another Person, unless either (x) the shares of Series A Mandatory Convertible Preferred Stock remain outstanding and

have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the Holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible

Preferred Stock immediately prior to such consummation, taken as a whole, or (y) in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, the shares of Series A Mandatory

Convertible Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and such preference securities have rights, preferences, privileges and voting powers, taken as a

whole, that are no less favorable to the holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a

whole.

Notwithstanding the foregoing, for all purposes of this Section 6(c), (1) any increase in the amount of the Corporation’s

authorized but unissued shares of Preferred Stock, (2) any increase in the amount of the Corporation’s authorized or issued shares of Series A Mandatory Convertible Preferred Stock, (3) the creation and issuance, or an increase in

the authorized or issued amount, of any series of Junior Stock or any other series of Parity Stock and (4) the application of the provisions set forth in Section 13(e) shall in each case be deemed not to materially and adversely affect the

rights, preferences, privileges or voting powers of the Series A Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of Holders.

(d) Change for Clarification. Without the consent of the Holders of the Series A Mandatory Convertible Preferred Stock, the

Corporation may amend, alter, supplement or repeal any terms of the Series A Mandatory Convertible Preferred Stock by amending or supplementing the Certificate of Incorporation, this Certificate of Designations or any stock certificate representing

shares of the Series A Mandatory Convertible Preferred Stock:

(i) to cure any ambiguity, omission, inconsistency or

mistake in any such agreement or instrument;

(ii) to make any provision with respect to matters or questions

relating to the Series A Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations and that does not materially and adversely affect the rights of any Holder; or

(iii) to make any other change that does not materially and adversely

affect the rights of any Holder (other than any Holder that consents to such change).

In addition, without the consent of the Holders, the Corporation

may amend, alter, supplement or repeal any terms of the Series A Mandatory Convertible Preferred Stock to (x) conform the terms of the Series A Mandatory Convertible Preferred Stock to the description thereof in the “Description of Series

A Mandatory Convertible Preferred Stock” section of the Prospectus Supplement (Series A) or (y) file a certificate of correction with respect to this Certificate of Designations to the extent permitted by Section 103(f) of the

General Corporation Law of the State of Delaware.

(e) Prior to the close of business on the applicable Conversion Date, the shares

of Class A Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock shall not be deemed to be outstanding and Holders shall have no voting rights with respect to such shares of Class A Common Stock by

virtue of holding the Series A Mandatory Convertible Preferred Stock, including the right to vote on any amendment to the Certificate of Incorporation or this Certificate of Designations that would adversely affect the rights of holders of the

Class A Common Stock.

(f) The number of votes that each share of Series A Mandatory Convertible Preferred Stock and each share

of any Voting Preferred Stock participating in the votes as described in this Section 6 shall have shall be in proportion to the liquidation preference of such share.

(g) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the Holders

(including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or

such consents shall be governed by any rules the Board of Directors (or an authorized committee thereof), in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of

Incorporation, the Bylaws, applicable law and the rules of any national securities exchange or other trading facility on which the Series A Mandatory Convertible Preferred Stock is listed or traded at the time.

SECTION 7. Mandatory Conversion on the Mandatory Conversion Date. (a) Each outstanding share of Series A

Mandatory Convertible Preferred Stock shall automatically convert (unless previously converted at the option of the Holder in accordance with Section 8 or pursuant to an exercise of a Fundamental Change Early Conversion Right pursuant to

Section 9) on the Mandatory Conversion Date (“Mandatory Conversion”) into a number of shares of Class A Common Stock equal to the Mandatory Conversion Rate.

(b) The “Mandatory Conversion Rate” shall, subject to adjustment in accordance with Section 7(c), be as follows:

(i) if the Applicable Market Value is greater than the Threshold Appreciation Price, then the Mandatory Conversion

Rate shall be equal to 2.2520 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”);

(ii) if the Applicable Market Value is less than or equal to the

Threshold Appreciation Price but equal to or greater than the Initial Price, then the Mandatory Conversion Rate per share of Series A Mandatory Convertible Preferred Stock shall be equal to $1,000 divided by the Applicable Market Value,

rounded to the nearest ten-thousandth; or

(iii) if the Applicable Market

Value is less than the Initial Price, then the Mandatory Conversion Rate shall be equal to 2.8160 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”);

provided that the Fixed Conversion Rates and the Applicable Market Value are each subject to adjustment in accordance with the provisions of

Section 13.

pay such dividend to the Record Holders at the close of business as of May 1, 2029 as set forth in Section 3. If on or prior to May 1, 2029, the Corporation has not declared all or any portion of all accumulated and unpaid dividends

on the Series A Mandatory Convertible Preferred Stock through May 15, 2029, the Mandatory Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Class A Common Stock equal to the amount of accumulated and

unpaid dividends that have not been declared (the “Mandatory Conversion Additional Conversion Amount”), divided by the greater of (i) the Floor Price and (ii) 97% of the Five-Day

Average Price (calculated as if the applicable Dividend Payment Date were May 15, 2029). To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of such number of additional shares of Class A Common Stock

and 97% of such Five-Day Average Price, the Corporation shall, if the Corporation is legally able to do so, pay such excess amount in cash pro rata to the Holders.

SECTION 8. Early Conversion at the Option of the Holder. (a) Other than during a Fundamental

Change Conversion Period, the Holders shall have the right to convert their shares of Series A Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Series A Mandatory Convertible Preferred Stock), at any

time prior to May 15, 2029 (“Early Conversion”), into shares of Class A Common Stock at the Minimum Conversion Rate, subject to adjustment as described in Section 13 and to satisfaction of the conversion procedures set

forth in Section 10.

(b) If as of any Early Conversion Date relating to an Early Conversion, the Corporation has not declared

all or any portion of the accumulated and unpaid dividends for all full Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding such Early Conversion Date, the Minimum Conversion Rate shall be adjusted, with respect to

such Early Conversion, so that the converting Holder receives an additional number of shares of Class A Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared for such full Dividend Periods (the

“Early Conversion Additional Conversion Amount”), divided by the greater of (i) the Floor Price and (ii) the Average VWAP per share of the Class A Common Stock over the 20 consecutive Trading Day period

ending on, and including, the second Trading Day immediately preceding such Early Conversion Date (such average being referred to as the “Early Conversion Average Price”). For the avoidance of doubt, to the extent that the Early

Conversion Additional Conversion Amount exceeds the product of such number of additional shares of Class A Common Stock and the Early Conversion Average Price, the Corporation will not have any obligation to pay the shortfall in cash. Except as

described in the first sentence of this Section 8(b), upon any Early Conversion of any shares of the Series A Mandatory Convertible Preferred Stock, the Corporation shall make no payment or allowance for unpaid dividends on such shares of the

Series A Mandatory Convertible Preferred Stock, unless the Early Conversion Date occurs after the Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the Corporation shall pay such

dividend on such Dividend Payment Date to the Record Holder of the converted shares as of such Record Date, in accordance with Section 3.

SECTION 9. Fundamental Change Conversion. (a) If a

Fundamental Change occurs on or prior to May 15, 2029, the Holders shall have the right (the “Fundamental Change Early Conversion Right”) to: (i) convert their shares of Series A Mandatory Convertible Preferred Stock, in

whole or in part (but in no event less than one share of Series A Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 9(a) being a “Fundamental Change Conversion”), at any time during

the period (the “Fundamental Change Conversion Period”) that begins on, and includes, the effective date of such Fundamental Change (the “Effective Date”) and ends at the close of business on the date

that is the earlier of (x) 20 calendar days after the Effective Date (or, if later, the date that is 20 calendar days after Holders receive notice of such Fundamental Change) and (y) May 15, 2029 (and, for the avoidance of doubt, the

Fundamental Change Conversion Period may not end on a date that is later than May 15, 2029), into a number of shares of Class A Common Stock equal to the Fundamental Change Conversion Rate per share of Series A Mandatory Convertible Preferred

Stock; (ii) with respect to such converted shares of Series A Mandatory Convertible Preferred Stock, receive an amount equal to the present value, as of the Effective Date of such Fundamental Change, calculated using a discount rate of 4.09%

per annum, of all dividend payments on such shares (excluding any Accumulated Dividend Amount) for all the remaining full Dividend Periods and for the partial Dividend Period from, and including, such Effective Date to, but excluding, the next

Dividend Payment Date (the “Fundamental Change Dividend Make-whole Amount”); and (iii) with respect to such converted shares of Series A Mandatory Convertible Preferred Stock, to the extent that, as of such Effective Date,

there is any Accumulated Dividend Amount, receive payment of the Accumulated Dividend Amount (the amounts described in clauses (ii) and (iii), collectively, the “Make-whole Dividend Amount”), in the case of clauses

(ii) and (iii), subject to the Corporation’s right to deliver shares of Class A Common Stock in lieu of all or part of such amounts as set forth in clause (d) below; provided that, if such Effective Date or the

relevant Fundamental Change Conversion Date falls after the Record Date for a declared dividend and on or prior to the next Dividend Payment Date, the Corporation shall pay such

dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, such dividend shall not be included in the Accumulated Dividend Amount, and

the Fundamental Change Dividend Make-whole Amount shall not include the present value of the payment of such dividend.

(b) The

Corporation shall provide written notice (a “Fundamental Change Notice”) to Holders of the Effective Date of a Fundamental Change no later than the second Business Day following such Effective Date. The Fundamental Change Notice

shall state:

(i) the event causing the Fundamental Change;

(ii) the Effective Date;

(iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental

Change during the Fundamental Change Conversion Period;

(iv) the Fundamental Change Conversion Period; and

(v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental

Change.

Corporation shall notify Holders of:

(i) the Fundamental Change Conversion Rate;

(ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount, or any portion

thereof, in shares of Class A Common Stock and, if applicable, the portion of such amount that will be paid in Class A Common Stock; and

(iii) the Accumulated Dividend Amount and whether the Corporation will pay such amount, or any portion thereof, in shares

of Class A Common Stock and, if applicable, the portion of such amount that will be paid in Class A Common Stock.

(d) (i)

For any shares of Series A Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, subject to the limitations described below, the Corporation may pay the Make-whole Dividend Amount, determined in

the Corporation’s sole discretion:

(A) by paying cash;

(B) by delivering shares of Class A Common Stock; or

Class A Common Stock.

(ii) The Corporation shall pay the Make-whole Dividend Amount in cash, except to the

extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments by delivering shares of Class A Common Stock. If the Corporation elects to

make any payment of the Make-whole Dividend Amount, or any portion thereof, in shares of Class A Common Stock, such shares shall be valued for such purpose at 97% of the applicable Stock Price.

(iii) No fractional shares of Class A Common Stock shall be delivered by the Corporation to converting Holders in

respect of the Make-whole Dividend Amount. A cash adjustment shall instead be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a share of Class A Common Stock based on the Average VWAP per share

of Class A Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the relevant Conversion Date.

(iv) Notwithstanding the foregoing, with respect to any Fundamental Change Conversion, in no event shall the number of

shares of Class A Common Stock that the Corporation delivers in lieu of paying all or any portion of the Make-whole Dividend Amount in cash exceed a number equal to the portion of the Make-whole Dividend Amount to be paid by the delivery of

Class A Common Stock, divided by the greater of (i) the Floor Price and (ii) 97% of the applicable Stock Price. To the extent that the portion of the Make-whole Dividend Amount as to which the Corporation has elected to deliver

shares of Class A Common Stock in lieu of paying cash exceeds the product of the number of shares of Class A Common Stock delivered in respect of such portion of the Make-whole Dividend Amount and 97% of the applicable Stock Price, the

Corporation shall, if the Corporation is legally able to do so, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash.

(v) If the Corporation is prohibited from paying or delivering, as the case may be, the Make-whole Dividend Amount

(whether in cash or in shares of Class A Common Stock), in whole or in part, due to limitations of applicable Delaware law, the Fundamental Change Conversion Rate shall instead be increased by a number of shares of Class A Common Stock

equal to the cash amount of the aggregate unpaid and undelivered Make-whole Dividend Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the applicable Stock Price. In such case, to the extent that the cash amount of

the aggregate unpaid and undelivered Make-whole Dividend Amount exceeds the product of such number of additional shares of Class A Common Stock and 97% of the applicable Stock Price, the Corporation shall not have any obligation to pay the

shortfall in cash.

SECTION 10. Conversion Procedures. (a) Pursuant to Section 7, on the

Mandatory Conversion Date, any outstanding shares of Series A Mandatory Convertible Preferred Stock shall automatically convert into shares of Class A Common Stock.

A Holder shall not be required to pay any taxes or duties relating to the issuance or delivery of the Class A Common Stock upon Mandatory

Conversion of its Series A Mandatory Convertible Preferred Stock, except that such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Class A Common Stock in

a name other than the name of such Holder. Shares of Class A Common Stock shall be issued and delivered and payment by the Corporation of any cash to which the converting Holder is entitled shall be made only after all applicable taxes and

duties, if any, payable by the converting Holder have been paid in full and such shares of Class A Common Stock shall be issued, and the payment by the Corporation of such cash to which the converting Holder is entitled shall be made, in each

case, on the later of the Mandatory Conversion Date and the Business Day after such Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon Mandatory Conversion of the Series A Mandatory

Convertible Preferred Stock shall be treated as the record holder(s) of such shares of Class A Common Stock as of the close of business on the Mandatory Conversion Date. Except as provided under Section 13(a)(vii), Section 13(c)(iii)

and Section 13(c)(v), prior to the close of business on the Mandatory Conversion Date, the shares of Class A Common Stock issuable upon Mandatory Conversion of the Series A Mandatory Convertible Preferred Stock shall not be deemed to be

outstanding for any purpose and Holders shall have no rights with respect to such shares of Class A Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on the

Class A Common Stock, by virtue of holding the Series A Mandatory Convertible Preferred Stock.

(b) To effect an Early

Conversion pursuant to Section 8, a Holder must:

(i) complete and manually sign the conversion notice on the

back of the Series A Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(ii) deliver the completed conversion notice and the certificated shares of Series A Mandatory Convertible Preferred

Stock to be converted to the Conversion and Dividend Disbursing Agent;

(iii) if required, furnish appropriate

endorsements and transfer documents; and

(iv) if required, pay all applicable taxes or duties, if any.

Notwithstanding the foregoing, to effect an Early Conversion pursuant to Section 8 of shares of Series A Mandatory Convertible Preferred

Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other depositary for the shares of Series A Mandatory Convertible Preferred Stock held in global form appointed by the

Corporation).

The Early Conversion shall be effective on the date on which a Holder has satisfied the

foregoing requirements, to the extent applicable (the “Early Conversion Date”); provided that, for the avoidance of doubt, in no event may such Early Conversion Date occur after May 15, 2029. A Holder shall not be

required to pay any taxes or duties relating to the issuance or delivery of Class A Common Stock if such Holder exercises its Early Conversion rights, but such Holder shall be required to pay any tax or duty that may be payable relating to any

transfer involved in the issuance or delivery of Class A Common Stock in a name other than the name of such Holder. Shares of Class A Common Stock issuable upon Early Conversion shall be issued and delivered and payment by the Corporation

of any cash to which the converting Holder is entitled shall be made only after all applicable taxes and duties, if any, payable by the converting Holder have been paid in full and such shares of Class A Common Stock shall be issued, and the

payment by the Corporation of such cash to which the converting Holder is entitled shall be made, in each case, on the later of the second Business Day immediately succeeding the Early Conversion Date and the Business Day after the Holder has paid

in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Class A Common Stock

issuable upon an Early Conversion shall be treated for all purposes as the record holder(s) of such shares of Class A Common Stock as of the close of business on the applicable Early Conversion Date. Except as set forth in

Section 13(a)(vii), Section 13(c)(iii) and Section 13(c)(v), prior to the close of business on the applicable Early Conversion Date, the shares of Class A Common Stock issuable upon Early Conversion of any shares of Series A

Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to such shares of Class A Common Stock (including voting rights, rights to respond to tender offers for

the Class A Common Stock and rights to receive any dividends or other distributions on the Class A Common Stock) by virtue of holding shares of Series A Mandatory Convertible Preferred Stock.

In the event that an Early Conversion is effected with respect to shares of Series A Mandatory Convertible Preferred Stock representing less

than all the shares of Series A Mandatory Convertible Preferred Stock held by a Holder, upon such Early Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the

expense of the Corporation, a certificate evidencing the shares of Series A Mandatory Convertible Preferred Stock as to which Early Conversion was not effected.

(i) complete and manually sign the conversion notice on the back of the Series A Mandatory Convertible Preferred Stock

certificate or a facsimile of such conversion notice;

(ii) deliver the completed conversion notice and the certificated

shares of Series A Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(iii) if required, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay all applicable taxes or duties, if any.

Notwithstanding the foregoing, to effect a Fundamental Change Conversion pursuant to Section 9 of shares of Series A Mandatory

Convertible Preferred Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other depositary for the shares of Series A Mandatory Convertible Preferred Stock held in global form

appointed by the Corporation).

The Fundamental Change Conversion shall be effective on the date on which a Holder has satisfied the

foregoing requirements, to the extent applicable (the “Fundamental Change Conversion Date”); provided that, for the avoidance of doubt, in no event may such Fundamental Change Conversion Date occur after May 15, 2029.

A Holder shall not be required to pay any taxes or duties relating to the issuance or delivery of Class A Common Stock if such Holder exercises its Fundamental Change Early Conversion Right, but such Holder shall be required to pay any tax or

duty that may be payable relating to any transfer involved in the issuance or delivery of Class A Common Stock in a name other than the name of such Holder. Shares of Class A Common Stock issuable upon Fundamental Change Conversion shall

be issued and delivered and payment by the Corporation of any cash to which the converting Holder is entitled shall be made only after all applicable taxes and duties, if any, payable by the converting Holder have been paid in full and such shares

of Class A Common Stock shall be issued, and the payment by the Corporation of such cash to which the converting Holder is entitled shall be made, in each case, on the later of the second Business Day immediately succeeding the Fundamental

Change Conversion Date and the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or

Persons entitled to receive the shares of Class A Common Stock issuable upon a Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such shares of Class A Common Stock as of the close of business on

the applicable Fundamental Change Conversion Date. Except as set forth in Section 13(a)(vii), Section 13(c)(iii) and Section 13(c)(v), prior to the close of business on the applicable Fundamental Change Conversion Date, the shares of

Class A Common Stock issuable upon Fundamental Change Conversion of any shares of Series A Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to such shares

of Class A Common Stock (including voting rights, rights to respond to tender offers for the Class A Common Stock and rights to receive any dividends or other distributions on the Class A Common Stock) by virtue of holding shares of

Series A Mandatory Convertible Preferred Stock.

In the event that a Fundamental Change Conversion is effected with respect to shares of

Series A Mandatory Convertible Preferred Stock representing less than all the shares of Series A Mandatory Convertible Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Registrar

and Transfer Agent to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Series A Mandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected.

(d) In the event that a Holder shall not by written notice designate the name in which shares of Class A Common Stock to be

issued upon conversion of such Series A Mandatory Convertible Preferred Stock should be registered or, if applicable, the address to which the certificate or certificates representing such shares of Class A Common Stock should be sent, the

Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder as shown on the records of the Corporation and, if applicable, to send the certificate or certificates representing such shares of Class A

Common Stock to the address of such Holder shown on the records of the Corporation.

(e) Shares of Series A Mandatory Convertible

Preferred Stock shall cease to be outstanding on the applicable Conversion Date, subject to the right of Holders of such shares to receive shares of Class A Common Stock issuable upon conversion of such shares of Series A Mandatory Convertible

Preferred Stock and other amounts and shares of Class A Common Stock, if any, to which they are entitled pursuant to Section 7, 8 or 9, as applicable and, if the applicable Conversion Date occurs after the Record Date for a declared

dividend and on or prior to the immediately succeeding Dividend Payment Date, subject to the right of the Record Holders of such shares on such Record Date to receive payment of the full amount of such declared dividend on such Dividend Payment Date

pursuant to Section 3.

(f) If the Corporation (or an applicable withholding agent) is required to withhold on constructive

dividends to a Holder and pay the applicable withholding taxes, the Corporation may, at its option, or an applicable withholding agent may, withhold such taxes from or set off such taxes against payments of cash or shares of Class A Common

Stock payable to such Holder or such Holder’s other funds or assets.

SECTION 11. Reservation of Class A

Common Stock. (a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Class A Common Stock or shares of Class A Common Stock held in the treasury by the Corporation, solely for issuance

upon the conversion of, or as payment of dividends on, shares of Series A Mandatory Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a number of shares of Class A Common Stock equal to the

maximum number of shares of Class A Common Stock issuable upon conversion of, or as payment of dividends on, all shares of Series A Mandatory Convertible Preferred Stock then outstanding (including, for the avoidance of doubt, the maximum

Mandatory Conversion Additional Conversion Amount). For purposes of this Section 11(a), the number of shares of Class A Common Stock that shall be issuable upon the conversion of, or as payment of dividends on, all outstanding shares of

Series A Mandatory Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon

conversion of shares of Series A Mandatory Convertible Preferred Stock or as payment of any dividend on such shares of Series A Mandatory Convertible Preferred Stock, as herein provided, shares of Class A Common Stock reacquired and held in the

treasury by the Corporation (in lieu of the issuance of authorized and unissued shares of Class A Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens,

charges, security interests and other encumbrances created by the Holders).

upon conversion of, or as payment of a dividend on, the Series A Mandatory Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens,

claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and free of preemptive rights.

(d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of, or as payment of a

dividend on, the Series A Mandatory Convertible Preferred Stock, the Corporation shall comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the

delivery thereof by, any governmental authority.

(e) The Corporation hereby covenants and agrees that, if at any time the

Class A Common Stock shall be listed on the Nasdaq Global Select Market or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system,

list and use its commercially reasonable efforts to keep listed, so long as the Class A Common Stock shall be so listed on such exchange or automated quotation system, all Class A Common Stock issuable upon conversion of, or issuable

in respect of the payment of dividends, the Accumulated Dividend Amount or the Fundamental Change Dividend Make-whole Amount on, the Series A Mandatory Convertible Preferred Stock; provided, however, that if the rules of such exchange

or automated quotation system permit the Corporation to defer the listing of such Class A Common Stock until the earlier of (x) the first conversion of Series A Mandatory Convertible Preferred Stock into Class A Common Stock in

accordance with the provisions hereof and (y) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Series A Mandatory Convertible Preferred Stock, the Corporation

covenants to list such Class A Common Stock issuable upon the earlier of (1) the first conversion of the Series A Mandatory Convertible Preferred Stock and (2) the first payment of any dividends, any Accumulated Dividend Amount or any

Fundamental Change Dividend Make-Whole Amount on the Series A Mandatory Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 12. Fractional Shares. (a) No fractional shares of Class A

Common Stock shall be issued as a result of any conversion of shares of Series A Mandatory Convertible Preferred Stock.

(b) In lieu

of any fractional share of Class A Common Stock otherwise issuable in respect of the aggregate number of shares of Series A Mandatory Convertible Preferred Stock that are converted on the Mandatory Conversion Date pursuant to Section 7 or

at the option of the Holder pursuant to Section 8 or Section 9, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the product of (i) that same fraction and (ii) the Average VWAP per share of the

Class A Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the Mandatory Conversion Date, Early Conversion Date or Fundamental Change Conversion Date, as applicable.

(c) If more than one share of the Series A Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or

for the same Holder, the number of full shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series A Mandatory Convertible Preferred Stock so surrendered.

SECTION 13. Anti-Dilution Adjustments to the Fixed Conversion Rates. (a) Each Fixed Conversion

Rate shall be subject to the following adjustments:

(i) Stock Dividends and Distributions. If the Corporation

issues Class A Common Stock to all or substantially all holders of Class A Common Stock as a dividend or other distribution, each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for

determination of the holders of Class A Common Stock entitled to receive such dividend or other distribution shall be multiplied by a fraction:

(A) the numerator of which is the sum of (x) the number of shares of Class A Common Stock outstanding

immediately prior to the close of business on the date fixed for such determination and (y) the total number of shares of Class A Common Stock constituting such dividend or other distribution, and

(B) the denominator of which is the number of shares of Class A Common Stock outstanding immediately prior to the

close of business on the date fixed for such determination.

Any increase made pursuant to this clause (i) shall become effective immediately after

the close of business on the date fixed for such determination. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Conversion Rate shall be decreased, effective as of the date the Board

of Directors (or an authorized committee thereof) publicly announces its decision not to make such dividend or distribution, to such Fixed Conversion Rate that would be in effect if such dividend or distribution had not been declared. For the

purposes of this clause (i), the number of shares of Class A Common Stock outstanding immediately prior to the close of business on the date fixed for such determination shall not include shares held in treasury by the Corporation but shall

include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common Stock. The Corporation shall not pay any dividend or make any distribution on shares of Class A Common Stock held in

treasury by the Corporation.

(ii) Issuance of Stock Purchase Rights. If the Corporation

issues to all or substantially all holders of Class A Common Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders’ rights plan, customary dividend reinvestment plan, or customary share purchase plan or

other similar plans) entitling such holders, for a period of up to 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of Class A Common Stock at a price per share less than the Current Market

Price of the Class A Common Stock, each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the holders of Class A Common Stock entitled to receive such rights or warrants shall

be increased by multiplying such Fixed Conversion Rate by a fraction:

(A) the numerator of which is the sum of

(x) the number of shares of Class A Common Stock outstanding immediately prior to the close of business on the date fixed for such determination and (y) the number of shares of Class A Common Stock issuable pursuant to such

rights or warrants, and

(B) the denominator of which shall be the sum of (x) the number of shares of

Class A Common Stock outstanding immediately prior to the close of business on the date fixed for such determination and (y) the number of shares of Class A Common Stock equal to the quotient of the aggregate offering price payable to

exercise such rights or warrants, divided by the Current Market Price of the Class A Common Stock.

Any increase made pursuant to this clause

(ii) shall become effective immediately after the close of business on the date fixed for such determination. In the event that such rights or warrants described in this clause (ii) are not so issued, each Fixed Conversion Rate shall be

decreased, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to issue such rights or warrants, to such Fixed Conversion Rate that would then be in effect if such issuance had not

been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or

warrants, each Fixed Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares

of Class A Common Stock actually delivered. In determining whether any rights or warrants entitle the holders thereof to subscribe for or purchase shares of Class A Common Stock at less than the Current Market Price of the Class A

Common Stock, and in determining the aggregate offering price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Corporation for such rights or warrants and the amount payable to the

Corporation upon exercise or conversion thereof, the value of such consideration (if other than cash) to be determined by the Board of Directors (or an authorized committee thereof). For the purposes of this clause (ii), the number of shares of

Class A Common Stock at the time outstanding shall not include shares held in treasury by the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common

Stock. The Corporation shall not issue any such rights or warrants in respect of shares of Class A Common Stock held in treasury by the Corporation.

(iii) Subdivisions and Combinations of the

Class A Common Stock. If outstanding shares of Class A Common Stock shall be subdivided into a greater number of shares of Class A Common Stock or combined into a lesser number of shares of Class A Common

Stock, each Fixed Conversion Rate in effect immediately prior to the open of business on the Effective Date of such subdivision or combination shall be multiplied by a fraction:

(A) the numerator of which is the number of shares of Class A Common Stock that would be outstanding immediately

after, and solely as a result of, such subdivision or combination, and

(B) the denominator of which is the number of

shares of Class A Common Stock outstanding immediately prior to such subdivision or combination.

Any adjustment made pursuant to this clause

(iii) shall become effective immediately after the open of business on the Effective Date of such subdivision or combination.

(iv) Debt or Asset Distribution. (A) If the Corporation distributes to all or substantially all holders of

Class A Common Stock evidences of its indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock (other than rights issued pursuant to a stockholders’ rights plan so long as such rights have

not separated from the Class A Common Stock), cash or other assets (excluding (1) any dividend or distribution as to which an adjustment was effected pursuant to Section 13(a)(i), (2) any rights or warrants as to which an adjustment

was effected pursuant to Section 13(a)(ii), (3) any dividend or distribution consisting exclusively of cash to all or substantially all holders of the Class A Common Stock and (4) any Spin-Off

as to which the provisions set forth in Section 13(a)(iv)(B) shall apply) (any such evidences of indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets, the

“Distributed Property”), each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of holders of Class A Common Stock entitled to receive such distribution shall

be multiplied by a fraction:

(1) the numerator of which is the Current Market Price of the Class A

Common Stock, and

(2) the denominator of which is the Current Market Price of the

Class A Common Stock minus the Fair Market Value, on the Ex-Date of such distribution, of the portion of the Distributed Property so distributed applicable to one share of Class A Common

Stock.

Any increase made pursuant to this Section 13(a)(iv)(A) shall become effective immediately after the close of business on the

date fixed for such determination. In the event that such distribution described in this Section 13(a)(iv)(A) is not so made, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors (or an authorized

committee thereof) publicly announces its decision not to make such distribution, to such Fixed Conversion Rate that would then be in effect if such distribution had not been declared.

(B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately

prior to the open of business on the Ex-Date of such distribution shall be multiplied by a fraction:

(1) the numerator of which is the sum of (x) the Current Market Price of the Class A Common Stock and

(y) the Current Market Price of the portion of those shares of capital stock or similar equity interests so distributed that is applicable to one share of Class A Common Stock, and

(2) the denominator of which is the Current Market Price of the Class A Common Stock.

Any increase made pursuant to this Section 13(a)(iv)(B) shall be made immediately following the determination of the Current Market Price of the

Class A Common Stock, but shall become retroactively effective immediately after the open of business on the Ex-Date of such distribution. In the event that such distribution described in this

Section 13(a)(iv)(B) is not so made, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such distribution, to such

Fixed Conversion Rate that would then be in effect if such distribution had not been declared. Because the Corporation shall make any increase to each Fixed Conversion Rate pursuant to this Section 13(a)(iv)(B) with retroactive effect as

described above, the Corporation shall delay the settlement of any conversion of the Series A Mandatory Convertible Preferred Stock where any date for determining the number of shares of Class A Common Stock issuable to a Holder upon such

conversion occurs during the period set forth in clause (ii) of the definition of “Current Market Price” until the second Business Day immediately following the last Trading Day of such period.

For purposes of this clause (iv) (and subject in all respects to clause (viii)), rights or

warrants distributed by the Corporation to all or substantially all holders of its Class A Common Stock entitling them to subscribe for or purchase shares of the Corporation’s capital stock, including Class A Common Stock (either

initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Class A Common Stock;

(ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Class A Common Stock, shall be deemed not to have been distributed for purposes of this clause (iv) (and no adjustment to the Fixed Conversion

Rates under this clause (iv) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed

Conversion Rates shall be made under this clause (iv). If any such rights or warrants, including any such existing rights or warrants distributed prior to the Initial Issue Date, are subject to events, upon the occurrence of which such rights or

warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and the date fixed for the

determination of the holders of Class A Common Stock entitled to receive such distribution with respect to new rights or warrants with such rights (in which case the existing rights or warrants shall be deemed to terminate and expire on such

date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence)

with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iv) was made, (1) in the case of any such rights or warrants that shall all

have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Conversion Rates shall be readjusted as if such rights or warrants had not been issued and (y) the Fixed

Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution, Trigger Event or other event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price

received by a holder or holders of Class A Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Class A Common Stock as of the date of such redemption or

purchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights and warrants had not been issued.

For purposes of clause (i), clause (ii) and this clause (iv), if any dividend or distribution to which this clause (iv) is

applicable includes one or both of:

(x) a dividend or distribution of shares of Class A Common Stock to which

clause (i) is applicable (the “Clause I Distribution”); or

(y) an issuance of rights or warrants

to which clause (ii) is applicable (the “Clause II Distribution”),

then (1) such dividend or distribution, other than the Clause I Distribution, if any, and the Clause II

Distribution, if any, shall be deemed to be a dividend or distribution to which this clause (iv) is applicable (the “Clause IV Distribution”) and any Fixed Conversion Rate adjustment required by this clause (iv) with

respect to such Clause IV Distribution shall then be made, and (2) the Clause I Distribution, if any, and Clause II Distribution, if any, shall be deemed to immediately follow the Clause IV Distribution and any Fixed Conversion Rate adjustment

required by clause (i) and clause (ii) with respect thereto shall then be made, except that, if determined by the Corporation (I) the date fixed for determination of the holders of Class A Common Stock entitled to receive any

Clause I Distribution or Clause II Distribution shall be deemed to be the date fixed for the determination of holders of Class A Common Stock entitled to receive the Clause IV Distribution and (II) any shares of Class A Common Stock

included in any Clause I Distribution or Clause II Distribution shall be deemed not to be “outstanding immediately prior to the close of business on the date fixed for such determination” within the meaning of clauses (i) and (ii).

(v) Cash Distributions. If the Corporation dividends or distributes an amount consisting exclusively of cash

to all or substantially all holders of Class A Common Stock (excluding (1) a regular, quarterly cash dividend that does not exceed $0.22 per share (the “Initial Dividend Threshold”), (2) any cash that is distributed in

exchange for the Class A Common Stock in a Reorganization Event to which Section 13(e) applies, (3) any dividend or distribution in connection with the liquidation, dissolution or winding-up of the Corporation and (4) any

consideration payable as part of a tender or exchange offer by the Corporation or any Subsidiary of the Corporation covered by Section 13(a)(vi)), each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed

for determination of the holders of Class A Common Stock entitled to receive such dividend or distribution shall be multiplied by a fraction:

(1) the numerator of which is the Current Market Price of the Class A Common Stock minus the Initial Dividend

Threshold (provided that if the dividend or distribution is not a regular, quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero), and

(2) the denominator of which is the Current Market Price of the Class A Common Stock minus the amount per

share of Class A Common Stock of such dividend or distribution.

The Initial Dividend Threshold shall be subject to adjustment on an inversely

proportional basis whenever the Fixed Conversion Rates are adjusted, but no adjustment shall be made to the Initial Dividend Threshold for any adjustment made to the Fixed Conversion Rates pursuant to this clause (v).

Any increase made pursuant to this clause (v) shall become effective immediately after the close of business on the date fixed for the determination of

the holders of Class A Common Stock entitled to receive such dividend or distribution. In the event that any dividend or distribution described in this clause (v) is not so made, each Fixed Conversion Rate shall be decreased, effective as

of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such dividend or distribution, to such Fixed Conversion Rate which would then be in effect if such dividend or distribution had not

been declared.

(vi) Self Tender Offers and Exchange Offers. If the Corporation

or any Subsidiary of the Corporation successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Class A Common Stock (other than a tender

offer solely to holders of fewer than 100 shares of Class A Common Stock) where the cash and the value of any other consideration included in the payment per share of Class A Common Stock exceeds the Current Market Price of the

Class A Common Stock, each Fixed Conversion Rate in effect immediately prior to the close of business on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction:

(A) the numerator of which shall be equal to the sum of:

(1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for

shares of Class A Common Stock purchased in such tender or exchange offer; and

(2) the product of (x) the

Current Market Price of the Class A Common Stock and (y) the number of shares of Class A Common Stock outstanding immediately after such tender or exchange offer expires (after giving effect to the purchase or exchange of shares of

Class A Common Stock pursuant to such tender or exchange offer); and

(B) the denominator of which shall be

equal to the product of (1) the Current Market Price of the Class A Common Stock and (2) the number of shares of Class A Common Stock outstanding immediately prior to the time such tender or exchange offer expires (without giving

effect to the purchase or exchange of shares of Class A Common Stock pursuant to such tender or exchange offer).

Any increase made pursuant to this

clause (vi) shall be made immediately following the determination of the Current Market Price of the Class A Common Stock, but shall become retroactively effective immediately after the close of business on the Expiration Date. In the

event that the Corporation or one of its Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such Subsidiary is permanently prevented by applicable law

from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall be decreased to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except

as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in each Fixed Conversion Rate, no adjustment shall be made for such tender offer or exchange offer

under this clause (vi). Because the Corporation shall make any increase to each Fixed Conversion Rate pursuant to this clause (vi) with retroactive effect as described above, the Corporation shall delay the settlement of any conversion of the Series

A Mandatory Convertible Preferred Stock where any date for determining the number of shares of Class A Common Stock issuable to Holders upon such conversion occurs during the period set forth in clause (iii) of the definition of

“Current Market Price” until the second Business Day immediately following the last Trading Day of such period.

(vii) In cases where (i) the Fair Market Value of the Distributed

Property distributed per share of Class A Common Stock as to which Section 13(a)(iv)(A) applies or (ii) the amount of cash distributed per share of Class A Common Stock as to which Section 13(a)(v) applies, in each case,

equals or exceeds the Average VWAP per share of the Class A Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such

distribution, rather than being entitled to an adjustment in each Fixed Conversion Rate, Holders shall be entitled to receive (without having to convert their Series A Mandatory Convertible Preferred Stock), at the same time and upon the same terms

as holders of Class A Common Stock, the kind and amount of the Distributed Property or cash, as the case may be, comprising the distribution that such Holder would have received if such Holder had owned, immediately prior to the record date for

determining the holders of Class A Common Stock entitled to receive the distribution, for each share of Series A Mandatory Convertible Preferred Stock, a number of shares of Class A Common Stock equal to the Maximum Conversion Rate in

effect on the date of such distribution.

(viii) Rights Plans. To the extent that the Corporation has a rights

plan in effect with respect to the Class A Common Stock on any Conversion Date, upon conversion of any shares of Series A Mandatory Convertible Preferred Stock, converting Holders shall receive, in addition to the Class A Common Stock, the

rights under such rights plan, unless, prior to such Conversion Date, the rights have separated from the Class A Common Stock, in which case each Fixed Conversion Rate shall be adjusted at the time of separation of such rights as if the

Corporation made a distribution to all holders of the Class A Common Stock as described in Section 13(a)(iv)(A), subject to readjustment in the event of the expiration, termination or redemption of such rights. Any distribution of rights

or warrants pursuant to a rights plan that would allow Holders to receive upon conversion, in addition to any shares of Class A Common Stock, the rights described therein (unless such rights or warrants have separated from Class A Common

Stock (in which case each Fixed Conversion Rate shall be adjusted at the time of separation as if the Corporation had made a distribution to all holders of Class A Common Stock as described in Section 13(a)(iv)(A), subject to readjustment

in the event of the expiration, termination or redemption of such rights)) shall not constitute a distribution of rights or warrants that would entitle Holders to an adjustment to the Fixed Conversion Rates.

(b) Discretionary Adjustments. The Corporation may make such increases in each Fixed Conversion Rate, in addition to any other

increases required by this Section 13, as the Corporation deems advisable if the Board of Directors (or an authorized committee thereof) determines that such increase would be in the Corporation’s best interest or in order to avoid or

diminish any income tax to holders of the Class A Common Stock resulting from any dividend or distribution of shares of Class A Common Stock (or issuance of rights or warrants to acquire shares of Class A Common Stock) or from any

event treated as such for income tax purposes or for any other reasons; provided that the same proportionate adjustment must be made to each Fixed Conversion Rate.

(i) All adjustments to each Fixed Conversion Rate shall be calculated to the nearest 1/10,000th of a share of Class A Common Stock. Prior to the first Trading Day of the Final Averaging Period, no adjustment to a Fixed Conversion Rate

shall be required unless such adjustment would require an increase or decrease of at least one percent therein. If any adjustment by reason of this Section 13(c)(i) is not required to be made because it would not change the Fixed Conversion

Rates by at least one percent, such adjustment shall be carried forward and taken into account in any subsequent adjustment; provided, however, that the Corporation shall make such adjustments, regardless of whether such aggregate adjustments

amount to one percent or more of the Fixed Conversion Rates, (x) on any Early Conversion Date or Fundamental Change Conversion Date; (y) on the Effective Date of any Fundamental Change; and (z) on each Trading Day of the Final

Averaging Period.

(ii) If an adjustment is made to the Fixed Conversion Rates pursuant to Section 13(a) or

13(b), an inversely proportional adjustment shall also be made to the Floor Price. Such adjustment shall be made by dividing the Floor Price by a fraction, the numerator of which shall be the Minimum Conversion Rate immediately after such adjustment

pursuant to Section 13(a) or 13(b) and the denominator of which shall be the Minimum Conversion Rate immediately before such adjustment. For the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates pursuant to

Section 13(a) or 13(b), no separate inversely proportional adjustment shall be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $1,000 divided by the Maximum Conversion Rate (as adjusted

in the manner described herein), rounded to the nearest $0.0001, and the Threshold Appreciation Price is equal to $1,000 divided by the Minimum Conversion Rate (as adjusted in the manner described herein), rounded to the nearest $0.0001.

Whenever any provision of this Certificate of Designations requires the Corporation to calculate the VWAP per share of the Class A Common Stock over a span of multiple days, the Board of Directors (or an authorized committee thereof) shall make

appropriate adjustments (including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Stock Price and the Five-Day Average Price, as the case may be) to account for

any adjustments, pursuant to Section 13(a) or 13(b), to the Fixed Conversion Rates that become effective, or any event that would require such an adjustment if the record date, Ex-Date, Effective Date or

Expiration Date, as the case may be, of such event occurs, during the relevant period used to calculate such prices or values, as the case may be.

(iii) If:

(A) the record date for a dividend or distribution on Class A Common Stock occurs after the end of the Final

Averaging Period and before the Mandatory Conversion Date; and

(B) such dividend or distribution would have resulted in an adjustment

of the number of shares of Class A Common Stock issuable to the Holders had such record date occurred on or before the last Trading Day of the Final Averaging Period,

then the Corporation shall deem the Holders to be holders of record, for each share of their Series A Mandatory Convertible Preferred Stock, of a number of

shares of Class A Common Stock equal to the Mandatory Conversion Rate for purposes of that dividend or distribution. In this case, the Holders would receive the dividend or distribution on Class A Common Stock together with the number of

shares of Class A Common Stock issuable upon Mandatory Conversion.

(iv) If an adjustment is made to the Fixed

Conversion Rates pursuant to Section 13(a) or 13(b), a proportional adjustment shall be made to each Stock Price column heading set forth in the table included in the definition of “Fundamental Change Conversion Rate” as of the day

on which the Fixed Conversion Rates are so adjusted. Such adjustment shall be made by multiplying each Stock Price included in such table, applicable immediately prior to such adjustment, by a fraction, the numerator of which is the Minimum

Conversion Rate immediately prior to the adjustment giving rise to such Stock Price adjustment, and the denominator of which is the Minimum Conversion Rate as so adjusted.

(v) No adjustment to the Fixed Conversion Rates shall be made if Holders may participate (other than in the case of

(x) a share subdivision or share combination or (y) a tender or exchange offer), at the same time, upon the same terms and otherwise on the same basis as holders of Class A Common Stock and solely as a result of holding Series A

Mandatory Convertible Preferred Stock, in the transaction that would otherwise give rise to an adjustment without having to convert their Series A Mandatory Convertible Preferred Stock as if they held, for each share of Series A Mandatory

Convertible Preferred Stock, a number of shares of Class A Common Stock equal to the Maximum Conversion Rate then in effect. In addition, the Fixed Conversion Rates shall not be adjusted except as provided in this Section 13. Without

limiting the foregoing, the Fixed Conversion Rates shall not be adjusted:

(A) upon the issuance of any shares of

Class A Common Stock or Class C Capital Stock (or rights with respect thereto) pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment

of additional optional amounts in shares of Class A Common Stock or Class C Capital Stock under any plan;

(B) upon the issuance of any shares of Class A Common Stock or

Class C Capital Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit or other incentive plan or program of or assumed by the Corporation or any of its Subsidiaries;

warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;

(D) for a change solely in the par value of the Class A Common Stock;

(E) for sales of Class A Common Stock or Class C Capital Stock for cash, including the sale of shares of

Class A Common Stock for a purchase price that is less than the applicable market price per share of Class A Common Stock or less than the Initial Price or the Threshold Appreciation Price, other than in a transaction described in

Section 13(a)(ii) or Section 13(a)(iv)(A);

(F) for stock repurchases that are not tender or exchange

offers, including pursuant to structured or derivative transactions;

(G) as a result of a tender offer solely to

holders of fewer than 100 shares of Class A Common Stock;

(H) as a result of a third-party tender or exchange

offer, other than a tender or exchange offer by one of the Corporation’s Subsidiaries as described in Section 13(a)(vi);

(I) for any regular, quarterly cash dividend that does not exceed the Initial Dividend Threshold; or

(J) for accumulated and unpaid dividends on the Series A Mandatory Convertible Preferred Stock, except as provided in

Section 7, Section 8 and Section 9.

(d) Notice of Adjustment. Whenever the Fixed Conversion Rates and the

Fundamental Change Conversion Rates set forth in the table in the definition of “Fundamental Change Conversion Rate” are to be adjusted, the Corporation shall:

(i) compute such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates and prepare and transmit to the

Transfer Agent an Officer’s Certificate setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which

such adjustment is based;

(ii) as soon as practicable following the occurrence of an event that

requires an adjustment to the Fixed Conversion Rates and the Fundamental Change Conversion Rates, provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and

(iii) as soon as practicable following the determination of such adjusted Fixed Conversion Rates and Fundamental Change

Conversion Rates provide, or cause to be provided, to the Holders, upon written request by a beneficial owner of the Series A Depositary Shares, a statement setting forth in reasonable detail the method by which the adjustments to the Fixed

Conversion Rates and Fundamental Change Conversion Rates were determined and setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates.

(e) Reorganization Events. In the event of:

(i) any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in

which the Corporation is the continuing corporation and in which the shares of Class A Common Stock outstanding immediately prior to the merger or consolidation are not converted into, or exchanged for, securities, cash or other property);

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the consolidated property

and assets of the Corporation and its Subsidiaries;

(iii) any reclassification of Class A Common Stock into

securities, including securities other than Class A Common Stock; or

(iv) any statutory exchange of securities

of the Corporation with another Person or binding share exchange (other than in connection with a merger or consolidation),

in each case, as a result of

which the Class A Common Stock would be converted into, or exchanged for, securities, cash or property (each, a “Reorganization Event”), each share of Series A Mandatory Convertible Preferred Stock outstanding immediately

prior to such Reorganization Event shall, without the consent of the Holders, become convertible into the kind of securities, cash and other property that such Holder would have been entitled to receive if such Holder had converted its Series A

Mandatory Convertible Preferred Stock into Class A Common Stock immediately prior to such Reorganization Event (such securities, cash and other property, the “Exchange Property,” with each “Unit of Exchange

Property” meaning the kind and amount of such Exchange Property that a holder of one share of Class A Common Stock is entitled to receive). For purposes of the foregoing, the type and amount of Exchange Property in the case of any

Reorganization Event that causes the Class A Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) shall be deemed to be the weighted

average of the types and amounts of consideration actually received by the holders of Class A Common Stock in such Reorganization Event. The Corporation shall notify Holders of such weighted average as soon as practicable after such

determination is made. The number of Units of Exchange Property that the Corporation shall deliver upon conversion of each share of Series A Mandatory Convertible Preferred Stock or as a payment of dividends on the Series A Mandatory Convertible

Preferred Stock, as applicable, following the effective date of such Reorganization Event shall be determined as if references in Section 3, Section 7, Section 8 and/or Section 9, as applicable, to shares of Class A Common

Stock were to Units of Exchange Property (without any interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the date on which Holders become holders of record of the underlying

Exchange Property, except as provided in Section 13(a)(vii), Section 13(c)(iii) and Section 13(c)(v)). For the purpose of determining which of clause (i), (ii) or (iii) of Section 7(b) shall apply upon Mandatory Conversion,

and for the purpose of calculating the Mandatory Conversion Rate if clause (ii) of Section 7(b) is applicable, the value of a Unit of Exchange Property shall be determined in good faith by the Board of Directors (or an authorized committee

thereof), except that if a Unit of Exchange Property includes common equity or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such common equity or ADRs shall be the

average over the Final Averaging Period of the volume-weighted average prices for such common equity or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by the Board of Directors (or an authorized committee

thereof)), or, if such price is not available, the average market value per share of such common equity or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm

retained by the Corporation for this purpose.

The provisions of this Section 13(e) shall similarly apply to successive Reorganization

Events and the provisions of Section 13 shall apply to any shares of capital stock or ADRs of the Corporation (or any successor thereto) received by the holders of Class A Common Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall, as soon as reasonably practicable (but in any event within 20 calendar days) after the

occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not

affect the operation of this Section 13(e).

In connection with any Reorganization Event, the Initial Dividend Threshold shall be

subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be:

(i) In the case of a

Reorganization Event in which the Exchange Property (determined, as appropriate, as set forth above in this Section 13 and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock or ADRs (the

“Reorganization Common Stock”), the Initial Dividend Threshold at and after the effective time of such Reorganization Event shall be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such

Reorganization Event, divided by (y) the number of shares of Reorganization Common Stock that a holder of one share of Class A Common Stock would receive in such Reorganization Event (such quotient rounded down to the nearest cent).

(ii) In the case of a Reorganization Event in which the Exchange Property (determined, as

appropriate, as set forth above in this Section 13 and excluding any dissenters’ appraisal rights) is composed in part of shares of Reorganization Common Stock, the Initial Dividend Threshold at and after the effective time of such

Reorganization Event shall be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Reorganization Event, multiplied by (y) the Reorganization Valuation Percentage for such Reorganization Event

(such product rounded down to the nearest cent).

(iii) In the case of a Reorganization Event in which the Exchange Property (determined,

as appropriate, as set forth above in this Section 13 and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of Reorganization Common Stock, the Initial Dividend Threshold at and after the

effective time of such Reorganization Event shall be equal to zero.

SECTION 14. Transfer Agent, Registrar, and

Conversion and Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent for the Series A Mandatory Convertible Preferred Stock shall be Computershare Trust Company,

N.A. The Corporation may, in its sole discretion, remove the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in accordance with the agreement between the Corporation and the Transfer Agent, Registrar or Conversion and Dividend

Disbursing Agent, as the case may be; provided that if the Corporation removes Computershare Trust Company, N.A., the Corporation shall appoint a successor transfer agent, registrar or conversion and dividend disbursing agent, as the case may

be, who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders.

SECTION 15. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and

treat the Holder of any shares of Series A Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

SECTION 16. Notices. All notices or communications in respect of the Series A Mandatory Convertible Preferred Stock shall be

sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or by electronic mail or facsimile, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate

of Incorporation or the Bylaws and by applicable law. Notwithstanding the foregoing, if the shares of the Series A Mandatory Convertible Preferred Stock are held in global form, such notices may also be given to the Holders in any manner permitted

by DTC or any similar facility used for the settlement of transactions in the Series A Mandatory Convertible Preferred Stock.

SECTION 17. No Preemptive Rights. The Holders shall have no preemptive or

preferential rights to purchase or subscribe to any stock, obligations, warrants or other securities of the Corporation of any class.

SECTION 18. Other Rights. The shares of the Series A Mandatory Convertible Preferred Stock shall not have any rights, preferences,

privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

SECTION 19. Stock Certificates.

(a) Shares of Series A Mandatory Convertible Preferred Stock shall be represented by stock certificates substantially in the form set

forth as Exhibit A hereto.

(b) Stock certificates representing shares of the Series A Mandatory Convertible Preferred Stock shall

be signed by two authorized Officers of the Corporation, in accordance with the Bylaws and applicable Delaware law, by manual or facsimile signature.

(c) A stock certificate representing shares of the Series A Mandatory Convertible Preferred Stock shall not be valid until manually

countersigned by an authorized signatory of the Transfer Agent and Registrar. Each stock certificate representing shares of the Series A Mandatory Convertible Preferred Stock shall be dated the date of its countersignature.

(d) If any Officer of the Corporation who has signed a stock certificate no longer holds that office at the time the Transfer Agent and

Registrar countersigns the stock certificate, the stock certificate shall be valid nonetheless.

SECTION 20. Replacement

Certificates.

(a) If any Series A Mandatory Convertible Preferred Stock certificate shall be mutilated, lost, stolen or

destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Mandatory Convertible Preferred Stock certificate, or in lieu of and substitution for the

Series A Mandatory Convertible Preferred Stock certificate lost, stolen or destroyed, a new Series A Mandatory Convertible Preferred Stock certificate of like tenor and representing an equivalent Liquidation Preference of shares of Series A

Mandatory Convertible Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Mandatory Convertible Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Corporation

and the Transfer Agent.

(b) The Corporation is not required to issue any certificate representing the Series A Mandatory

Convertible Preferred Stock on or after the Mandatory Conversion Date. In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above,

shall deliver the shares of Class A Common Stock issuable and any cash deliverable pursuant to the terms of the Series A Mandatory Convertible Preferred Stock formerly evidenced by the certificate.

SECTION 21. Titles and Headings. The titles and headings of the

sections and subsections of this Certificate of Designations have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 22. Miscellaneous. (a) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be

payable in respect of any issuance or delivery of shares of Series A Mandatory Convertible Preferred Stock or shares of Class A Common Stock or other securities issued on account of Series A Mandatory Convertible Preferred Stock pursuant hereto

or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Class A Common Stock or

other securities in a name other than that in which the shares of Series A Mandatory Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, and the Corporation shall not be required

to make any such issuance or delivery unless and until the Person otherwise entitled to such issuance or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has

been paid or is not payable.

(b) The Liquidation Preference and the Dividend Amount each shall be subject to equitable adjustment

whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series A Mandatory Convertible Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (or an

authorized committee thereof) and submitted by the Board of Directors (or such authorized committee thereof) to the Transfer Agent.

Exhibit A

[FORM OF FACE OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK CERTIFICATE]

Certificate Number [__]

Number of Shares of Series A Mandatory

Convertible Preferred Stock [_____]

CUSIP 02079K 503

ISIN US02079K5039

ALPHABET INC.

6.25% Series A Mandatory Convertible Preferred Stock

(par value $0.001 per share)

(Liquidation Preference as specified below)

ALPHABET INC., a Delaware corporation (the “Corporation”), hereby certifies that [_______] (the

“Holder”), is the registered owner of [_______] fully paid and non-assessable shares of the Corporation’s designated 6.25% Series A Mandatory Convertible Preferred Stock, with par

value $0.001 per share and a Liquidation Preference of $1,000.00 per share (the “Series A Mandatory Convertible Preferred Stock”). The shares of Series A Mandatory Convertible Preferred Stock are transferable on the books

and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and

provisions of the Series A Mandatory Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations of 6.25% Series A Mandatory Convertible Preferred Stock of Alphabet

Inc. dated June 5, 2026 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The

Corporation will provide a copy of the Certificate of Designations to the Holder without charge upon written request to the Corporation at its principal place of business. In the case of any conflict between this Certificate and the Certificate of

Designations, the provisions of the Certificate of Designations shall control and govern.

Reference is hereby made to the provisions of

the Series A Mandatory Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

A-1

Unless the Transfer Agent and Registrar have properly countersigned, these shares of Series

A Mandatory Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by two

Officers of the Corporation this [__] of [_______], [____].

ALPHABET INC.

By:

Name:

Title:

By:

Name:

Title:

A-3

COUNTERSIGNATURE

These are shares of Series A Mandatory Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated: [_______], [____]

Computershare Trust Company, N.A., as Registrar and Transfer

Agent

By:

Name:

Title:

A-4

[FORM OF REVERSE OF CERTIFICATE FOR SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK]

Cumulative dividends on each share of Series A Mandatory Convertible Preferred Stock shall be payable at the applicable rate provided in the

Certificate of Designations.

The shares of Series A Mandatory Convertible Preferred Stock shall be convertible in the manner and in

accordance with the terms set forth in the Certificate of Designations.

The Corporation shall furnish without charge to each Holder who

so requests a summary of the authority of the Board of Directors to determine variations for future series within a class of stock and the designations, limitations, preferences and relative, participating, optional or other special rights of each

class or series of share capital issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.

A-5

NOTICE OF CONVERSION

(To be Executed by the Holder

order to Convert the Series A Mandatory Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the

“Conversion”) 6.25% Series A Mandatory Convertible Preferred Stock (the “Series A Mandatory Convertible Preferred Stock”), of Alphabet Inc. (hereinafter called the “Corporation”),

represented by stock certificate No(s). [______] (the “Series A Mandatory Convertible Preferred Stock Certificates”), into Class A common stock, par value $0.001 per share, of the Corporation (the

“Class A Common Stock”) according to the conditions of the Certificate of Designations of the Series A Mandatory Convertible Preferred Stock (the “Certificate of Designations”), as of the date

written below. If Class A Common Stock is to be issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Series A Mandatory Convertible Preferred Stock

Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein shall

have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

Date of Conversion:

Applicable Conversion Rate:

Shares of Series A Mandatory Convertible Preferred Stock to Be Converted:

Shares of Class A Common Stock to Be Issued:*

Signature:

Name:

Address:**

Fax No.:

The Corporation is not required to issue Class A Common Stock until the original Series A Mandatory Convertible

Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or the Conversion and Dividend Disbursing Agent.

Address where Class A Common Stock and any other payments or certificates shall be sent by the Corporation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Mandatory Convertible Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and

irrevocably appoints:

as agent to transfer the shares of Series A Mandatory Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may

substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)

Signature

Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan

association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

EX-3.2

Filename: d36818dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

Certificate of Designations of

6.25% Series B Mandatory Convertible Preferred Stock of

Alphabet Inc.

Alphabet

times since its date of adoption has been, in full force and effect.

RESOLVED, that pursuant to the provisions of the Amended and

time to time (this “Certificate of Designations”) as follows:

Part 1. Designation and Number of Shares.

Corporation designated as the “6.25% Series B Mandatory Convertible Preferred Stock” (the “Series B Mandatory Convertible Preferred Stock”). Such number of shares may be decreased by resolution of the Board of

Directors or any duly authorized committee thereof, subject to the terms and conditions hereof; provided that no decrease shall reduce the number of shares of the Series B Mandatory Convertible Preferred Stock to a number less than the number

of shares then outstanding.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are

incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed

by Juan Rajlin, its Treasurer, this fifth day of June, 2026.

ALPHABET INC.

By:

/s/ Juan Rajlin

Name: Juan Rajlin

Title: Treasurer

[Signature Page to Certificate of Designations of Series B Mandatory Convertible Preferred Stock]

ANNEX A

STANDARD PROVISIONS

SECTION 1. General Matters; Ranking. Each share of the Series B Mandatory Convertible Preferred Stock shall be identical in all

respects to every other share of the Series B Mandatory Convertible Preferred Stock. The Series B Mandatory Convertible Preferred Stock, with respect to dividend rights and/or rights upon the liquidation,

winding-up or dissolution of the Corporation, as applicable, shall rank (i) senior to all Junior Stock, (ii) on a parity with all Parity Stock and (iii) junior to all Senior Stock and the

Corporation’s existing and future indebtedness.

SECTION 2. Standard Definitions. As used herein with respect to the

Series B Mandatory Convertible Preferred Stock:

“Accumulated Dividend Amount” means, with respect to any Fundamental

Dividend Payment Date immediately preceding such Effective Date to, but excluding, such Effective Date.

“ADRs” shall

have the meaning set forth in Section 13(e).

“Applicable Market Value” means the Average VWAP per share of

Class C Capital Stock over the Final Averaging Period.

“Audit Committee” shall have the meaning set forth in the

recitals.

“Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each

Trading Day in such period.

“Board of Directors” shall have the meaning set forth in the recitals.

“Business Day” means any day other than a Saturday or Sunday or other day on which commercial banks in New York City are

authorized or required by law or executive order to close.

“Bylaws” means the bylaws of the Corporation, as amended

and restated, as they may be further amended from time to time.

“Certificate of Designations” shall have the meaning

set forth in the recitals.

“Certificate of Incorporation” shall have the meaning set forth in the recitals.

“Clause I Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Clause II Distribution” shall have the meaning set forth in

Section 13(a)(iv).

“Clause IV Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Class A Common Stock” means the Class A Common Stock, par value $0.001 per share, of the

Corporation.

“Class B Common Stock” means the Class B common stock, par value $0.001

per share, of the Corporation.

“Class C Capital Stock” means the Class C capital stock,

par value $0.001 per share, of the Corporation, subject to Section 13(e).

“close of business” means 5:00 p.m.,

New York City time.

“Conversion and Dividend Disbursing Agent” means Computershare Trust Company, N.A., the

Corporation’s duly appointed conversion and dividend disbursing agent for the Series B Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Conversion Date” shall have the meaning set forth in Section 3(a).

“Corporation” shall have the meaning set forth in the recitals.

“Current Market Price” per share of Class C Capital Stock (or, in the case of clause (ii) below, per share of

Class C Capital Stock, capital stock or similar equity interest, as applicable) means, for the purposes of determining an adjustment to the Fixed Conversion Rates:

(i) for purposes of any adjustment pursuant to Section 13(a)(ii), Section 13(a)(iv)(A) or Section 13(a)(v), the

Average VWAP per share of Class C Capital Stock over the ten consecutive Trading Day period ending on, and including, (x) for purposes of Section 13(a)(ii), the Trading Day immediately preceding the announcement date of the relevant

issuance and (y) for purposes of Section 13(a)(iv)(A) or Section 13(a)(v), the Trading Day immediately preceding the Ex-Date of the relevant distribution;

(ii) for purposes of any adjustment pursuant to Section 13(a)(iv)(B), the Average VWAP per share of Class C Capital

Stock, capital stock or similar equity interest, as applicable (in the case of any capital stock or similar equity interest, determined by reference to the definition of “VWAP” as if references therein to Class C Capital Stock were

to such capital stock or similar equity interest), over the first ten consecutive Trading Days commencing on, and including, the Ex-Date of such distribution; and

(iii) for purposes of any adjustment pursuant to Section 13(a)(vi), the Average VWAP per share of Class C Capital

Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date of the relevant tender offer or exchange offer.

“Distributed Property” shall have the meaning set forth in

Section 13(a)(iv)(A).

“Dividend Amount” shall have the meaning set forth in Section 3(a).

“Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year commencing

on, and including, August 15, 2026 to, and including, May 15, 2029.

“Dividend Period” means the period from, and

“DTC” means The Depository Trust Company.

“Early Conversion” shall have the meaning set forth in Section 8(a).

“Early Conversion Additional Conversion Amount” shall have the meaning set forth in Section 8(b).

“Early Conversion Average Price” shall have the meaning set forth in Section 8(b).

“Early Conversion Date” shall have the meaning set forth in Section 10(b).

“Effective Date” shall have the meaning set forth in Section 9(a), except that, as used in Section 13(a)(iii) and

Section 13(c)(ii), “Effective Date” means the first date on which shares of the Class C Capital Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share subdivision

or combination, as applicable.

“Ex-Date” when used with respect to any

issuance, dividend or distribution, means the first date on which the shares of Class C Capital Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution

in question, from the Corporation or, if applicable, from the seller of the Class C Capital Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Property” shall have the meaning set forth in Section 13(e).

“Expiration Date” shall have the meaning set forth in Section 13(a)(vi).

“Fair Market Value” means the fair market value as determined in good faith by the Board of Directors (or an authorized

committee thereof), whose determination shall be conclusive and set forth in a resolution of the Board of Directors (or such authorized committee).

“Final Averaging Period” means the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled

Trading Day immediately preceding May 15, 2029.

“Five-Day Average Price”

shall have the meaning set forth in Section 3(c)(iii).

“Fixed Conversion Rates” means the Maximum Conversion Rate

and the Minimum Conversion Rate.

“Floor Price” shall have the meaning set forth in Section 3(e).

A “Fundamental Change” shall be deemed to have occurred at the time any of the following occurs after the Initial Issue

Date:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act,

other than the Corporation, its Wholly Owned Subsidiaries and the employee benefit or incentive plans of the Corporation and its Wholly Owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that

such “person” or “group” has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the outstanding shares of

the Class C Capital Stock or the Corporation otherwise becomes aware of such beneficial ownership;

(b) the

consummation of (A) any recapitalization, reclassification or change of the Class C Capital Stock (other than a change only in par value or changes resulting from a subdivision or combination) as a result of which the Class C Capital

Stock would be converted into, or exchanged for, or would represent solely the right to receive stock, other securities, other property or assets (including cash); (B) any share exchange, consolidation or merger of the Corporation pursuant to which

the Class C Capital Stock will be converted into, will be exchanged for, or will represent solely the right to receive, stock, other securities, other property or assets (including cash); or (C) any sale, lease or other transfer in one

transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to any Person other than one of the Corporation’s Wholly Owned Subsidiaries; or

(c) the Class C Capital Stock (or other common equity comprising all or part of the Exchange Property) ceases to be listed

on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental

Change if at least 90% of the consideration received or to be received by all holders of the Class C Capital Stock (excluding cash payments for fractional shares or pursuant to dissenters’ appraisal rights) in connection with such

issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Series B Mandatory Convertible Preferred Stock becomes convertible into or exchangeable for such consideration, excluding

cash payments for fractional shares or pursuant to dissenters’ appraisal rights.

If any transaction in which the Class C Capital Stock is replaced by securities of

“Fundamental Change” shall instead be references to such other entity.

“Fundamental Change

Conversion” shall have the meaning set forth in Section 9(a).

“Fundamental Change Conversion Date”

shall have the meaning set forth in Section 10(c).

“Fundamental Change Conversion Period” shall have the meaning

set forth in Section 9(a).

“Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, the

conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to such Fundamental Change:

Stock Price

Effective Date

$100.00

$200.00

$300.00

$351.86

$400.00

$425.00

$439.75

$500.00

$600.00

$750.00

$1,000.00

June 5, 2026

2.7280

2.6180

2.4760

2.4200

2.3800

2.3620

2.3540

2.3240

2.2920

2.2700

2.2580

May 15, 2027

2.7740

2.6980

2.5360

2.4640

2.4100

2.3880

2.3760

2.3380

2.2980

2.2740

2.2620

May 15, 2028

2.8100

2.7920

2.6340

2.5320

2.4520

2.4160

2.3980

2.3420

2.2940

2.2720

2.2660

May 15, 2029

2.8420

2.5000

2.3520

2.2740

The exact Stock Price and Effective Date may not be set forth in the table, in which case:

(x) If the Stock Price is between two Stock Prices set forth in the table above, or if the Effective Date is between two Effective Dates set

forth in the table above, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Prices and the earlier and later Effective

Dates, as applicable, based on a 365-day or 366-day year, as applicable.

(y) If the Stock Price is in excess of $1,000.00 per share

(subject to adjustment in the same manner as adjustments are made to the Stock Prices in the column headings in the table above in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall be the

Minimum Conversion Rate.

(z) If the Stock Price is less than $100.00 per share (subject to adjustment in the same manner as adjustments

are made to the Stock Prices in the column headings in the table above in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate.

The Stock Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of

“Fundamental Change Dividend Make-whole Amount” shall have the meaning

set forth in Section 9(a).

“Fundamental Change Early Conversion Right” shall have the meaning set forth in

Section 9(a).

“Fundamental Change Notice” shall have the meaning set forth in Section 9(b).

“Holder” means each person in whose name shares of the Series B Mandatory Convertible Preferred Stock are registered, who

shall be treated by the Corporation and the Registrar as the absolute owner of those shares of Series B Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

“Initial Dividend Threshold” shall have the meaning set forth in Section 13(a)(v).

“Initial Issue Date” means June 5, 2026.

“Initial Price” means $1,000, divided by the Maximum Conversion Rate, rounded to the nearest $0.0001, which is

initially equal to $351.8649.

“Junior Stock” means (i) the Class A Common Stock, the Class B Common

(x) senior to the Series B Mandatory Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on a parity with the Series

B Mandatory Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Dividend Amount” shall have the meaning set forth in Section 4(a).

“Liquidation Preference” means, as to the Series B Mandatory Convertible Preferred Stock, $1,000 per share.

“Make-whole Dividend Amount” shall have the meaning set forth in Section 9(a).

“Mandatory Conversion” shall have the meaning set forth in Section 7(a).

“Mandatory Conversion Additional Conversion Amount” shall have the meaning set forth in Section 7(c).

“Mandatory Conversion Date” means the second Business Day immediately following the last Trading Day of the Final Averaging

Period.

“Mandatory Conversion Rate” shall have the meaning set forth in Section 7(b).

“Market Disruption Event” means (a) a failure by the primary U.S.

national or regional securities exchange or market on which the Class C Capital Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York

City time, on any Scheduled Trading Day for the Class C Capital Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding

limits permitted by the relevant stock exchange or otherwise) in the Class C Capital Stock or in any options contracts or futures contracts relating to the Class C Capital Stock.

“Maximum Conversion Rate” shall have the meaning set forth in Section 7(b)(iii).

“Minimum Conversion Rate” shall have the meaning set forth in Section 7(b)(i).

“Nonpayment” shall have the meaning set forth in Section 6(b)(i).

“Nonpayment Remedy” shall have the meaning set forth in Section 6(b)(iii).

“Officer” means the Chief Executive Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer or the

Secretary of the Corporation.

“Officer’s Certificate” means a certificate of the Corporation, signed by any duly

authorized Officer of the Corporation.

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

“Parity Stock” means the Series A Mandatory Convertible Preferred Stock, and any class or series of capital stock of the

Corporation issued after the Initial Issue Date, the terms of which expressly provide that such capital stock shall rank on a parity with the Series B Mandatory Convertible Preferred Stock as to dividend rights and rights upon the

Corporation’s liquidation, winding-up or dissolution.

“Person” means an

“Preferred Stock” shall have the meaning set forth in the recitals.

“Preferred Stock Directors” shall have the meaning set forth in Section 6(b)(i).

“Prospectus Supplement (Series A)” means the preliminary prospectus supplement dated June 1, 2026, as supplemented by

the related pricing term sheet dated June 2, 2026, relating to the offering and sale of the Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares.

“Prospectus Supplement (Series B)” means the preliminary prospectus supplement dated June 1, 2026, as supplemented by

the related pricing term sheet dated June 2, 2026, relating to the offering and sale of the Series B Mandatory Convertible Preferred Stock and the Series B Depositary Shares.

“Record Date” means, with respect to any Dividend Payment Date, the

February 1, May 1, August 1 or November 1, as the case may be, immediately preceding the relevant February 15, May 15, August 15 or November 15 Dividend Payment Date, respectively. These Record Dates shall apply regardless

of whether a particular Record Date is a Business Day.

“Record Holder” means, with respect to any Dividend Payment

Date, a Holder of record of the Series B Mandatory Convertible Preferred Stock as such Holder appears on the stock register of the Corporation at the close of business on the related Record Date.

“Registrar” means, initially, Computershare Trust Company, N.A., as the Corporation’s duly appointed registrar for

the Series B Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Reorganization Common

Stock” shall have the meaning set forth in Section 13.

“Reorganization Event” shall have the meaning

set forth in Section 13(e).

“Reorganization Valuation Percentage” for any Reorganization Event shall be equal to

(x) the Average VWAP of one share of the relevant Reorganization Common Stock over the relevant Reorganization Valuation Period (determined as if references to “Class C Capital Stock” in the definition of “VWAP”

were references to the “Reorganization Common Stock” for such Reorganization Event), divided by (y) the Average VWAP of one share of Class C Capital Stock over the relevant Reorganization Valuation Period.

“Reorganization Valuation Period” for any Reorganization Event means the five consecutive Trading Day period immediately

preceding, but excluding, the effective date for such Reorganization Event.

“Scheduled Trading Day” means any day that

is scheduled to be a Trading Day.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and

regulations thereunder.

“Senior Stock” means each class or series of capital stock of the Corporation issued after the

Initial Issue Date, the terms of which expressly provide that such capital stock shall rank senior to the Series B Mandatory Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Series A Depositary Shares” means the depositary

shares representing fractional interests in the Series A Mandatory Convertible Preferred Stock.

“Series A Mandatory

Convertible Preferred Stock” means the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the Corporation.

“Series B Depositary Shares” means the depositary shares

representing fractional interests in the Series B Mandatory Convertible Preferred Stock.

“Series B Mandatory Convertible

Preferred Stock” shall have the meaning set forth in Part 1 of this Certificate of Designations.

“Shelf Registration

Statement” means a shelf registration statement filed with the Securities and Exchange Commission in connection with the issuance of or resales of shares of Class C Capital Stock issued as payment of a dividend on shares of the Series

B Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion thereof.

“Spin-Off” means a distribution by the Corporation to all or substantially all holders of Class C Capital Stock consisting of capital stock of, or similar equity interests in, or relating to a

Subsidiary or other business unit of the Corporation, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange.

“Stock Price” means, for any Fundamental Change, (i) if all holders of Class C Capital Stock receive only cash in

exchange for their Class C Capital Stock in such Fundamental Change, the amount of cash paid in such Fundamental Change per share of Class C Capital Stock, and (ii) in all other cases, the Average VWAP per share of Class C

Capital Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of such Fundamental Change.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which

“Threshold Appreciation Price” means $1,000, divided by the Minimum Conversion Rate, rounded to the nearest $0.0001,

which is initially equal to $439.7537.

“Trading Day” means a day on which (x) there is no Market

Disruption Event and (y) trading in the Class C Capital Stock generally occurs on the Nasdaq Global Select Market or, if the Class C Capital Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S.

national or regional securities exchange on which the Class C Capital Stock is then listed or, if the Class C Capital Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the

Class C Capital Stock is then listed or admitted for trading. If the Class C Capital Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

“Transfer Agent” initially means Computershare Trust Company, N.A., as the Corporation’s duly appointed transfer

agent for the Series B Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Trigger Event” shall have the meaning set forth in

Section 13(a)(iv).

“Unit of Exchange Property” shall have the meaning set forth in Section 13(e).

“Voting Preferred Stock” means any class or series of Parity Stock upon which voting rights like those set forth in

Section 6(b) have been conferred and are exercisable, including the Series A Mandatory Convertible Preferred Stock.

“VWAP” per share of Class C Capital Stock on any Trading Day means the per share volume-weighted average price as

displayed on Bloomberg page “GOOG <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time (or, if the scheduled close of trading of the

primary session for the primary U.S. national or regional securities exchange or market on which Class C Capital Stock is listed or admitted for trading on such Trading Day is earlier, such earlier scheduled close of trading), on such Trading

Day; or, if such price is not available, “VWAP” means the market value per share of Class C Capital Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent

investment banking firm retained by the Corporation for this purpose.

“Wholly Owned Subsidiary” means, with respect to

SECTION 3. Dividends. (a) Rate. Subject to the rights of holders of any class of capital stock of the Corporation

ranking senior to the Series B Mandatory Convertible Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors (or an authorized committee thereof) out of funds of the

Corporation legally available therefor, cumulative dividends at the rate per annum of 6.25% on the Liquidation Preference per share of Series B Mandatory Convertible Preferred Stock (equivalent to $62.50 per annum per share (the “Dividend

Amount”)), payable in cash, by delivery of shares of Class C Capital Stock or through any combination of cash and shares of Class C Capital Stock, as determined by the Board of Directors (or an authorized committee thereof) in

its sole discretion (subject to the limitations described below). Declared dividends on the Series B Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate

from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available for the payment

of such dividends. Declared dividends shall be payable on the relevant Dividend Payment Date to Record Holders at the close of business on the immediately preceding Record Date, whether or not such Record Holders convert their shares of Series B

the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

The amount of dividends payable on each share of Series B Mandatory Convertible Preferred

Stock for each full Dividend Period (after the initial Dividend Period) shall be computed by dividing the annual dividend rate by four. Dividends payable on the Series B Mandatory Convertible Preferred Stock for the initial Dividend Period and any

partial Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months).

Accumulated dividends shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.

No dividend shall be

declared or paid upon, or any sum or number of shares of Class C Capital Stock set apart for the payment of dividends upon, any outstanding share of Series B Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all

dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of shares of Class C Capital Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series B

Mandatory Convertible Preferred Stock.

Holders shall not be entitled to any dividends on the Series B Mandatory Convertible Preferred

Stock, whether payable in cash, shares of Class C Capital Stock or other property, in excess of full cumulative dividends, calculated as set forth above.

Except as described in this Section 3(a), dividends on any share of Series B Mandatory Convertible Preferred Stock converted to

Class C Capital Stock shall cease to accumulate on the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date (each, a “Conversion Date”), as applicable.

(b) Priority of Dividends. So long as any share of the Series B Mandatory Convertible Preferred Stock remains outstanding, no dividend

or distribution shall be declared or paid on the Class C Capital Stock or any other shares of Junior Stock, and no Class C Capital Stock or other Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or

Class C Capital Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series B Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to (i) a dividend payable on any

Class C Capital Stock or other Junior Stock in shares of any Class C Capital Stock or other Junior Stock; (ii) the acquisition of shares of any Class C Capital Stock or other Junior Stock in exchange for, or a purchase, redemption or

other acquisition for value of shares of any Class C Capital Stock or other Junior Stock with the proceeds from a substantially concurrent sale of, shares of any Class C Capital Stock or other Junior Stock and the payment of cash in lieu

of any fractional share of Class C Capital Stock or other Junior Stock; (iii) purchases of fractional interests in shares of any Class C Capital Stock or other Junior Stock pursuant to the conversion or exchange provisions of such

shares of other Junior Stock or any securities exchangeable for or convertible into such shares of Class C Capital Stock or other Junior Stock; (iv) redemptions, purchases or other acquisitions of shares of Class C Capital Stock or

independent contractors, including, without limitation, the forfeiture of unvested shares of

restricted stock or share withholdings upon exercise, delivery or vesting of equity awards and the payment of cash in lieu of any fractional share of Class C Capital Stock or other Junior

Stock; (v) any dividends or distributions of rights or Class C Capital Stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights

plan, and the payment of cash in lieu of any fractional share of Class C Capital Stock or other Junior Stock; (vi) purchases of Junior Stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases, if such

contract was in effect before the Initial Issue Date; (vii) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Class C Capital Stock or other Junior Stock or Parity Stock on behalf of any other Persons

(other than the Corporation or any of its Subsidiaries) that is a beneficial owner thereof, including as trustees or custodians; (viii) the exchange or conversion or reclassification of Junior Stock for or into other Junior Stock or of Parity

Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) and the payment of cash in lieu of any fractional share of other Junior Stock or other Parity Stock, as the case may be; or (ix) the settlement of

any convertible note hedge transactions or capped call transactions entered into in connection with the issuance, by the Corporation or any of its Subsidiaries, of the Series A Depositary Shares, Series B Depositary Shares or any preferred stock or

debt securities that are convertible into, or exchangeable for, the Class C Capital Stock or other Junior Stock (or into or for any combination of cash and Class C Capital Stock or other Junior Stock based on the value of the Class C

Capital Stock or other Junior Stock), provided such convertible note hedge transactions or capped call transactions, as applicable, were entered into (x) in connection with the offering of the Series A Depositary Shares pursuant to the

Prospectus Supplement (Series A) or the offering of the Series B Depositary Shares pursuant to the Prospectus Supplement (Series B), (y) before the Initial Issue Date or (z) on customary terms in compliance with the foregoing provision.

When dividends on shares of Series B Mandatory Convertible Preferred Stock have not been paid in full on any Dividend Payment Date or declared

and a sum or number of shares of Class C Capital Stock sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Record Date, no dividends may be declared or paid on any Parity Stock unless dividends are

declared on the Series B Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the Series B Mandatory Convertible Preferred Stock and each such other class or series of Parity Stock shall bear the same

ratio to each other as all accumulated and unpaid dividends per share on the shares of the Series B Mandatory Convertible Preferred Stock and such class or series of Parity Stock (which dollar amount will, if dividends on such class or series of

Parity Stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof) (subject to their having been declared by the Board of Directors (or an authorized committee thereof) out of

legally available funds) bear to each other immediately prior to the payment of such dividends, in proportion to their respective liquidation preferences; provided that any unpaid dividends on the Series B Mandatory Convertible Preferred

Stock will continue to accumulate.

For the avoidance of doubt, the provisions set forth in this Section 3(b) shall not prohibit or

restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any Junior Stock.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or

other property) as may be determined by the Board of Directors (or an authorized committee thereof) may be declared and paid on any securities, including Class C Capital Stock and other Junior Stock, from time to time out of any funds legally

available for such payment, and Holders shall not be entitled to participate in any such dividends.

If the Corporation (or an applicable

withholding agent) is required to withhold on distributions of Class C Capital Stock to a Holder and pay the applicable withholding taxes, the Corporation may, at its option, or an applicable withholding agent may, withhold such taxes from, or

set off such taxes against, payments of cash or shares of Class C Capital Stock payable to such Holder or such Holder’s other funds or assets.

(c) Method of Payment of Dividends. (i) Subject to the limitations described below, the Corporation may pay any declared dividend (or

any portion of any declared dividend) on the Series B Mandatory Convertible Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, as determined by the Board of Directors (or an authorized committee thereof) in

its sole discretion:

(A) by paying cash;

(B) by delivering shares of Class C Capital Stock; or

(ii) Each payment of a declared dividend on the Series B Mandatory Convertible Preferred Stock shall be made in cash, except to

the extent the Corporation timely elects to make all or any portion of such payment in shares of Class C Capital Stock. The Corporation shall give notice to Holders of any such election, and the portion of such payment that will be made in cash

and the portion of such payment that will be made in Class C Capital Stock, on the earlier of the date the Corporation declares such dividend and the tenth Scheduled Trading Day immediately preceding the Dividend Payment Date for such dividend.

(iii) Any shares of Class C Capital Stock issued in payment or partial payment of a declared dividend shall be valued

for such purpose at the Average VWAP per share of Class C Capital Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the applicable Dividend Payment Date (the “Five-Day Average Price”), multiplied by 97%.

(d) No fractional shares of

Class C Capital Stock shall be delivered by the Corporation to Holders in payment or partial payment of a dividend. A cash adjustment shall instead be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction

of a share of Class C Capital Stock based on the Five-Day Average Price.

(e) Notwithstanding the foregoing, in no event shall the number of shares of Class C

Capital Stock delivered in connection with any declared dividend exceed a number equal to the amount of such declared dividend as to which the Corporation has elected to deliver shares of Class C Capital Stock in lieu of paying cash divided

by $123.15, subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth in Section 13 (such dollar amount, as adjusted from time to time, the “Floor

Price”). To the extent that the amount of any declared dividend as to which the Corporation has elected to deliver shares of Class C Capital Stock in lieu of paying cash exceeds the product of the number of shares of Class C

Capital Stock delivered in connection with such declared dividend and 97% of the Five-Day Average Price, the Corporation shall, if it is legally able to do so, notwithstanding any notice by the Corporation to

the contrary, pay such excess amount in cash.

(f) To the extent that the Corporation, in its reasonable judgment, determines that a Shelf

Registration Statement is required in connection with the issuance of, or for resales of, Class C Capital Stock issued as payment of a dividend, including dividends paid in connection with a conversion, the Corporation shall, to the extent such

a Shelf Registration Statement is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of

Class C Capital Stock have been resold thereunder and such time as all such shares are freely tradable without registration by Holders thereof that are not, and have not been within the three months preceding, “affiliates” of the

Corporation for purposes of the Securities Act. To the extent applicable, the Corporation shall also use its commercially reasonable efforts to have such shares of Class C Capital Stock qualified or registered under applicable state securities

laws, if required, and approved for listing on the Nasdaq Global Select Market (or if the Class C Capital Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which

the Class C Capital Stock is then listed).

SECTION 4. Liquidation,

Winding-Up or Dissolution. (a) In the event of any voluntary or involuntary liquidation, winding-up or dissolution of the

Corporation, each Holder shall be entitled to receive the Liquidation Preference per share of Series B Mandatory Convertible Preferred Stock, plus an amount (the “Liquidation Dividend Amount”) equal to accumulated and

(b) Neither the sale of all or substantially all of the assets or business of the Corporation (other than in connection with the

voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount of the

Series B Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends to, but excluding, the date fixed for liquidation, winding-up or

dissolution on, all Parity Stock are not paid in full, the Holders and all holders of any Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets in proportion to the respective liquidation preferences and

amounts equal to the accumulated and unpaid dividends to which they are entitled.

(d) After the payment to any Holder of the full amount of the Liquidation Preference and the

Liquidation Dividend Amount for each of such Holder’s shares of Series B Mandatory Convertible Preferred Stock, such Holder as such shall have no right or claim to any of the remaining assets of the Corporation.

SECTION 5. No Redemption; No Sinking Fund. The Series B Mandatory Convertible Preferred Stock shall not be subject to any

redemption, sinking fund or other similar provisions.

SECTION 6. Voting Rights.

(a) General. Holders shall not have any voting rights except as set forth in this Section 6 or as otherwise from time to time

specifically required by Delaware law.

(b) Right to Elect Two Directors Upon Nonpayment. (i) Whenever dividends on any

shares of Series B Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more Dividend Periods (including, for the avoidance of doubt, the Dividend Period beginning on, and including, the Initial Issue

Date and ending on, but excluding, August 15, 2026), whether or not for consecutive Dividend Periods (a “Nonpayment”), the Holders, voting together as a single class with holders of any and all other series of Voting Preferred

Stock then outstanding, shall be entitled at the Corporation’s next special or annual meeting of stockholders to vote for the election of a total of two additional members of the Board of Directors (the “Preferred

Stock Directors”); provided that the election of any such directors will not cause the Corporation to violate the corporate governance requirements of the Nasdaq Global Select Market (or any other

exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; provided further that the Board of Directors

shall at no time include more than two Preferred Stock Directors. In the event of a Nonpayment, the number of directors then constituting the Board of Directors shall be increased by two, and the new directors shall be elected at an annual or

special meeting of stockholders called by the Board of Directors, subject to its fiduciary duties, at the request of the holders of record of at least 25% of the shares of Series B Mandatory Convertible Preferred Stock or of any other series of

Voting Preferred Stock (provided that if such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders, such election shall be held at such next annual or special

meeting of stockholders), and at each subsequent annual meeting, so long as the Holders continue to have such voting rights. Whether a plurality, majority or other portion of the Series B Mandatory Convertible Preferred Stock and any other Voting

Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Series B Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

(ii) Any request to call a meeting for the initial election of the Preferred

Stock Directors after a Nonpayment shall be made by written notice, signed by the requisite holders of Series B Mandatory Convertible Preferred Stock or Voting Preferred Stock then outstanding, and delivered to the Corporation in such manner as

provided for in Section 16 below, or as may otherwise be required by law.

(iii) If and when all accumulated and

unpaid dividends on the Series B Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number of shares of Class C Capital Stock sufficient for such payment shall have been set aside (a “Nonpayment

Remedy”), the Holders shall immediately and, without any further action by the Corporation, be divested of the voting rights described in this Section 6(b), subject to the revesting of such rights in the event of each subsequent

Nonpayment. If such voting rights for the Holders and all other holders of Voting Preferred Stock shall have terminated, the term of office of each Preferred Stock Director so elected shall terminate at such time and the number of directors on the

Board of Directors shall automatically decrease by two.

(iv) Any Preferred Stock Director may be removed at any time with

or without cause by the holders of record of a majority of the outstanding shares of the Series B Mandatory Convertible Preferred Stock and any other shares of Voting Preferred Stock then outstanding (voting together as a single class) when they

have the voting rights described in this Section 6(b). In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the

initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office or, if none remains in office, by a vote of the holders of record of a majority of the

outstanding shares of the Series B Mandatory Convertible Preferred Stock and any other shares of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting rights described in this Section 6(b);

provided that the filling of each vacancy will not cause the Corporation to violate the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange or automated quotation system on which the

Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Any such vote of Holders and holders of any Voting Preferred Stock to remove, or to fill a vacancy in the

office of, a Preferred Stock Director may be taken only at an annual or special meeting of stockholders of the Corporation, called as provided above for an initial election of Preferred Stock Directors after a Nonpayment (provided that if

such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders of the Corporation, such vote shall be taken at such next annual or special meeting of stockholders of the

Corporation). Each Preferred Stock Director elected at any annual or special meeting of stockholders of the Corporation or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting of the stockholders

of the Corporation if such office shall not have previously terminated and such Preferred Stock Director shall not have been removed from such office, in each case as provided above.

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the affirmative vote or consent of the Holders of at least

two-thirds of the outstanding shares of Series B Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of Voting Preferred Stock then outstanding,

Senior Stock.

In addition, so long as any shares of Series B Mandatory Convertible Preferred Stock are outstanding, in addition to any

(i) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or this Certificate of

Designations so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Mandatory Convertible Preferred Stock; or

(ii) any consummation of a binding share exchange or reclassification involving the Series B Mandatory Convertible Preferred

Stock, or of a merger or consolidation of the Corporation with or into another Person, unless either (x) the shares of Series B Mandatory Convertible Preferred Stock remain outstanding and have rights, preferences, privileges and voting powers,

taken as a whole, that are no less favorable to the Holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Series B Mandatory Convertible Preferred Stock immediately prior to such consummation,

taken as a whole, or (y) in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, the shares of Series B Mandatory Convertible Preferred Stock are converted into or

exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and such preference securities have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders

thereof in any material respect than the rights, preferences, privileges and voting powers of the Series B Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a whole.

Notwithstanding the foregoing, for all purposes of this Section 6(c), (1) any increase in the amount of the Corporation’s authorized but

unissued shares of Preferred Stock, (2) any increase in the amount of the Corporation’s authorized or issued shares of Series B Mandatory Convertible Preferred Stock, (3) the creation and issuance, or an increase in the authorized or

issued amount, of any series of Junior Stock or any other series of Parity Stock and (4) the application of the provisions set forth in Section 13(e) shall in each case be deemed not to materially and adversely affect the rights,

preferences, privileges or voting powers of the Series B Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of Holders.

(d) Change for Clarification. Without the consent of the Holders of the Series B

Mandatory Convertible Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series B Mandatory Convertible Preferred Stock by amending or supplementing the Certificate of Incorporation, this Certificate of

Designations or any stock certificate representing shares of the Series B Mandatory Convertible Preferred Stock:

(i) to

cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument;

(ii) to make any provision

with respect to matters or questions relating to the Series B Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations and that does not materially and adversely affect the rights of any

Holder; or

(iii) to make any other change that does not materially and adversely affect the rights of any Holder (other

than any Holder that consents to such change).

In addition, without the consent of the Holders, the Corporation may amend, alter, supplement or repeal

any terms of the Series B Mandatory Convertible Preferred Stock to (x) conform the terms of the Series B Mandatory Convertible Preferred Stock to the description thereof in the “Description of Series B Mandatory Convertible Preferred

Stock” section of the Prospectus Supplement (Series B) or (y) file a certificate of correction with respect to this Certificate of Designations to the extent permitted by Section 103(f) of the General Corporation Law of the State of

Delaware.

(e) Prior to the close of business on the applicable Conversion Date, the shares of Class C Capital Stock issuable upon

conversion of the Series B Mandatory Convertible Preferred Stock shall not be deemed to be outstanding and Holders shall have no voting rights with respect to such shares of Class C Capital Stock by virtue of holding the Series B Mandatory

Convertible Preferred Stock, including the right to vote on any amendment to the Certificate of Incorporation or this Certificate of Designations that would adversely affect the rights of holders of the Class C Capital Stock.

(f) The number of votes that each share of Series B Mandatory Convertible Preferred Stock and each share of any Voting Preferred Stock

participating in the votes as described in this Section 6 shall have shall be in proportion to the liquidation preference of such share.

(g) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the Holders (including,

without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such

consents shall be governed by any rules the Board of Directors (or an authorized committee thereof), in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation,

the Bylaws, applicable law and the rules of any national securities exchange or other trading facility on which the Series B Mandatory Convertible Preferred Stock is listed or traded at the time.

SECTION 7. Mandatory Conversion on the Mandatory Conversion Date.

(a) Each outstanding share of Series B Mandatory Convertible Preferred Stock shall automatically convert (unless previously converted at the option of the Holder in accordance with Section 8 or pursuant to an exercise of a Fundamental

Change Early Conversion Right pursuant to Section 9) on the Mandatory Conversion Date (“Mandatory Conversion”) into a number of shares of Class C Capital Stock equal to the Mandatory Conversion Rate.

(b) The “Mandatory Conversion Rate” shall, subject to adjustment in accordance with Section 7(c), be as follows:

(i) if the Applicable Market Value is greater than the Threshold Appreciation Price, then the Mandatory Conversion Rate shall

be equal to 2.2740 shares of Class C Capital Stock per share of Series B Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”);

(ii) if the Applicable Market Value is less than or equal to the Threshold Appreciation Price but equal to or greater than the

Initial Price, then the Mandatory Conversion Rate per share of Series B Mandatory Convertible Preferred Stock shall be equal to $1,000 divided by the Applicable Market Value, rounded to the nearest

ten-thousandth; or

(iii) if the Applicable Market Value is less than the Initial

Price, then the Mandatory Conversion Rate shall be equal to 2.8420 shares of Class C Capital Stock per share of Series B Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”);

provided that the Fixed Conversion Rates and the Applicable Market Value are each subject to adjustment in accordance with the provisions of

Section 13.

(c) If the Corporation declares a dividend for the Dividend Period ending on May 15, 2029, the Corporation shall pay such

dividend to the Record Holders at the close of business as of May 1, 2029 as set forth in Section 3. If on or prior to May 1, 2029, the Corporation has not declared all or any portion of all accumulated and unpaid dividends on the

Series B Mandatory Convertible Preferred Stock through May 15, 2029, the Mandatory Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Class C Capital Stock equal to the amount of accumulated and unpaid

dividends that have not been declared (the “Mandatory Conversion Additional Conversion Amount”), divided by the greater of (i) the Floor Price and (ii) 97% of the Five-Day

and 97% of such Five-Day Average Price, the Corporation shall, if the Corporation is legally able to do so, pay such excess amount in cash pro rata to the Holders.

SECTION 8. Early Conversion at the Option of the Holder.

(a) Other than during a Fundamental Change Conversion Period, the Holders shall have the right to convert their shares of Series B Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Series B

Mandatory Convertible Preferred Stock), at any time prior to May 15, 2029 (“Early Conversion”), into shares of Class C Capital Stock at the Minimum Conversion Rate, subject to adjustment as described in Section 13 and to

satisfaction of the conversion procedures set forth in Section 10.

(b) If as of any Early Conversion Date relating to an Early

Conversion, the Corporation has not declared all or any portion of the accumulated and unpaid dividends for all full Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding such Early Conversion Date, the Minimum

Conversion Rate shall be adjusted, with respect to such Early Conversion, so that the converting Holder receives an additional number of shares of Class C Capital Stock equal to the amount of accumulated and unpaid dividends that have not been

declared for such full Dividend Periods (the “Early Conversion Additional Conversion Amount”), divided by the greater of (i) the Floor Price and (ii) the Average VWAP per share of the Class C Capital Stock

over the 20 consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding such Early Conversion Date (such average being referred to as the “Early Conversion Average Price”). For the

avoidance of doubt, to the extent that the Early Conversion Additional Conversion Amount exceeds the product of such number of additional shares of Class C Capital Stock and the Early Conversion Average Price, the Corporation will not have any

obligation to pay the shortfall in cash. Except as described in the first sentence of this Section 8(b), upon any Early Conversion of any shares of the Series B Mandatory Convertible Preferred Stock, the Corporation shall make no payment or

allowance for unpaid dividends on such shares of the Series B Mandatory Convertible Preferred Stock, unless the Early Conversion Date occurs after the Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment

Date, in which case the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holder of the converted shares as of such Record Date, in accordance with Section 3.

SECTION 9. Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to May 15,

2029, the Holders shall have the right (the “Fundamental Change Early Conversion Right”) to: (i) convert their shares of Series B Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share

of Series B Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 9(a) being a “Fundamental Change Conversion”), at any time during the period (the “Fundamental Change

Conversion Period”) that begins on, and includes, the effective date of such Fundamental Change (the “Effective Date”) and ends at the close of business on the date that is the earlier of (x) 20 calendar days

after the Effective Date (or, if later, the date that is 20 calendar days after Holders receive notice of such Fundamental Change) and (y) May 15, 2029 (and, for the avoidance of doubt, the Fundamental Change Conversion Period may not end on a

date that is later than May 15, 2029), into a number of shares of Class C Capital Stock equal to the Fundamental Change Conversion Rate per share of Series B Mandatory Convertible Preferred Stock; (ii) with respect to such converted shares

of Series B Mandatory Convertible Preferred Stock, receive an amount equal to the present value, as of the Effective Date of such Fundamental Change, calculated using a discount rate of 4.09% per annum, of all dividend payments on such shares

(excluding any Accumulated Dividend Amount) for all the remaining full Dividend Periods and for the partial Dividend Period from, and including, such Effective Date to, but excluding, the next Dividend Payment Date (the “Fundamental Change

Dividend Make-whole Amount”); and

(iii) with respect to such converted shares of Series B Mandatory Convertible Preferred Stock, to the extent that, as of such Effective Date, there is any Accumulated Dividend Amount,

receive payment of the Accumulated Dividend Amount (the amounts described in clauses (ii) and (iii), collectively, the “Make-whole Dividend Amount”), in the case of clauses (ii) and (iii), subject to the

Corporation’s right to deliver shares of Class C Capital Stock in lieu of all or part of such amounts as set forth in clause (d) below; provided that, if such Effective Date or the relevant Fundamental Change Conversion

Date falls after the Record Date for a declared dividend and on or prior to the next Dividend Payment Date, the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with

Section 3, such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of the payment of such dividend.

(b) The Corporation shall provide written notice (a “Fundamental Change Notice”) to Holders of the Effective Date of a

Fundamental Change no later than the second Business Day following such Effective Date. The Fundamental Change Notice shall state:

(i) the event causing the Fundamental Change;

(ii) the Effective Date;

(iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change

during the Fundamental Change Conversion Period;

(iv) the Fundamental Change Conversion Period; and

(v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change.

(c) In addition, not later than the second Business Day following the Effective Date of a Fundamental Change, the Corporation shall notify

Holders of:

(i) the Fundamental Change Conversion Rate;

(ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount, or any portion

thereof, in shares of Class C Capital Stock and, if applicable, the portion of such amount that will be paid in Class C Capital Stock; and

(iii) the Accumulated Dividend Amount and whether the Corporation will pay such amount, or any portion thereof, in shares of

Class C Capital Stock and, if applicable, the portion of such amount that will be paid in Class C Capital Stock.

(d) (i) For any

shares of Series B Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, subject to the limitations described below, the Corporation may pay the Make-whole Dividend Amount, determined in the

Corporation’s sole discretion:

(A) by paying cash;

(B) by delivering shares of Class C Capital Stock; or

(ii) The Corporation shall pay the Make-whole Dividend Amount in cash, except to the extent the Corporation elects on or prior

to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments by delivering shares of Class C Capital Stock. If the Corporation elects to make any payment of the Make-whole Dividend

Amount, or any portion thereof, in shares of Class C Capital Stock, such shares shall be valued for such purpose at 97% of the applicable Stock Price.

(iii) No fractional shares of Class C Capital Stock shall be delivered by the Corporation to converting Holders in respect

of the Make-whole Dividend Amount. A cash adjustment shall instead be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a share of Class C Capital Stock based on the Average VWAP per share of

Class C Capital Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the relevant Conversion Date.

(iv) Notwithstanding the foregoing, with respect to any Fundamental Change Conversion, in no event shall the number of shares

of Class C Capital Stock that the Corporation delivers in lieu of paying all or any portion of the Make-whole Dividend Amount in cash exceed a number equal to the portion of the Make-whole Dividend Amount to be paid by the delivery of

Class C Capital Stock, divided by the greater of (i) the Floor Price and (ii) 97% of the applicable Stock Price. To the extent that the portion of the Make-whole Dividend Amount as to which the Corporation has elected to deliver

shares of Class C Capital Stock in lieu of paying cash exceeds the product of the number of shares of Class C Capital Stock delivered in respect of such portion of the Make-whole Dividend Amount and 97% of the applicable Stock Price, the

Corporation shall, if the Corporation is legally able to do so, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash.

(v) If the Corporation is prohibited from paying or delivering, as the case may be, the Make-whole Dividend Amount (whether in

cash or in shares of Class C Capital Stock), in whole or in part, due to limitations of applicable Delaware law, the Fundamental Change Conversion Rate shall instead be increased by a number of shares of Class C Capital Stock equal to the

cash amount of the aggregate unpaid and undelivered Make-whole Dividend Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the applicable Stock Price. In such case, to the extent that the cash amount of the aggregate

unpaid and undelivered Make-whole Dividend Amount exceeds the product of such number of additional shares of Class C Capital Stock and 97% of the applicable Stock Price, the Corporation shall not have any obligation to pay the shortfall in

cash.

SECTION 10. Conversion Procedures. (a) Pursuant to Section 7, on the

Mandatory Conversion Date, any outstanding shares of Series B Mandatory Convertible Preferred Stock shall automatically convert into shares of Class C Capital Stock.

A Holder shall not be required to pay any taxes or duties relating to the issuance or delivery of the Class C Capital Stock upon

Mandatory Conversion of its Series B Mandatory Convertible Preferred Stock, except that such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Class C

Capital Stock in a name other than the name of such Holder. Shares of Class C Capital Stock shall be issued and delivered and payment by the Corporation of any cash to which the converting Holder is entitled shall be made only after all

applicable taxes and duties, if any, payable by the converting Holder have been paid in full and such shares of Class C Capital Stock shall be issued, and the payment by the Corporation of such cash to which the converting Holder is entitled

shall be made, in each case, on the later of the Mandatory Conversion Date and the Business Day after such Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Class C Capital Stock issuable upon Mandatory Conversion of the Series B

Mandatory Convertible Preferred Stock shall be treated as the record holder(s) of such shares of Class C Capital Stock as of the close of business on the Mandatory Conversion Date. Except as provided under Section 13(a)(vii),

Section 13(c)(iii) and Section 13(c)(v), prior to the close of business on the Mandatory Conversion Date, the shares of Class C Capital Stock issuable upon Mandatory Conversion of the Series B Mandatory Convertible Preferred Stock

shall not be deemed to be outstanding for any purpose and Holders shall have no rights with respect to such shares of Class C Capital Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or

other distributions on the Class C Capital Stock, by virtue of holding the Series B Mandatory Convertible Preferred Stock.

(b) To

effect an Early Conversion pursuant to Section 8, a Holder must:

(i) complete and manually sign the conversion notice

on the back of the Series B Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(ii) deliver the completed conversion notice and the certificated shares of Series B Mandatory Convertible Preferred Stock to

be converted to the Conversion and Dividend Disbursing Agent;

(iii) if required, furnish appropriate endorsements and

transfer documents; and

(iv) if required, pay all applicable taxes or duties, if any.

Notwithstanding the foregoing, to effect an Early Conversion pursuant to Section 8 of

shares of Series B Mandatory Convertible Preferred Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other depositary for the shares of Series B Mandatory Convertible Preferred

Stock held in global form appointed by the Corporation).

The Early Conversion shall be effective on the date on which a Holder has

satisfied the foregoing requirements, to the extent applicable (the “Early Conversion Date”); provided that, for the avoidance of doubt, in no event may such Early Conversion Date occur after May 15, 2029. A Holder

shall not be required to pay any taxes or duties relating to the issuance or delivery of Class C Capital Stock if such Holder exercises its Early Conversion rights, but such Holder shall be required to pay any tax or duty that may be payable

relating to any transfer involved in the issuance or delivery of Class C Capital Stock in a name other than the name of such Holder. Shares of Class C Capital Stock issuable upon Early Conversion shall be issued and delivered and payment

by the Corporation of any cash to which the converting Holder is entitled shall be made only after all applicable taxes and duties, if any, payable by the converting Holder have been paid in full and such shares of Class C Capital Stock shall

be issued, and the payment by the Corporation of such cash to which the converting Holder is entitled shall be made, in each case, on the later of the second Business Day immediately succeeding the Early Conversion Date and the Business Day after

the Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Class C

Capital Stock issuable upon an Early Conversion shall be treated for all purposes as the record holder(s) of such shares of Class C Capital Stock as of the close of business on the applicable Early Conversion Date. Except as set forth in

Section 13(a)(vii), Section 13(c)(iii) and Section 13(c)(v), prior to the close of business on the applicable Early Conversion Date, the shares of Class C Capital Stock issuable upon Early Conversion of any shares of Series B

Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to such shares of Class C Capital Stock (including voting rights, rights to respond to tender offers for

the Class C Capital Stock and rights to receive any dividends or other distributions on the Class C Capital Stock) by virtue of holding shares of Series B Mandatory Convertible Preferred Stock.

In the event that an Early Conversion is effected with respect to shares of Series B Mandatory Convertible Preferred Stock representing less

than all the shares of Series B Mandatory Convertible Preferred Stock held by a Holder, upon such Early Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the

expense of the Corporation, a certificate evidencing the shares of Series B Mandatory Convertible Preferred Stock as to which Early Conversion was not effected.

(i) complete and manually sign the conversion notice on the back of the Series B Mandatory Convertible Preferred Stock

certificate or a facsimile of such conversion notice;

(ii) deliver the completed conversion notice and the certificated

shares of Series B Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(iii) if required, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay all applicable taxes or duties, if any.

Notwithstanding the foregoing, to effect a Fundamental Change Conversion pursuant to Section 9 of shares of Series B Mandatory

Convertible Preferred Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other depositary for the shares of Series B Mandatory Convertible Preferred Stock held in global form

appointed by the Corporation).

The Fundamental Change Conversion shall be effective on the date on which a Holder has satisfied the

A Holder shall not be required to pay any taxes or duties relating to the issuance or delivery of Class C Capital Stock if such Holder exercises its Fundamental Change Early Conversion Right, but such Holder shall be required to pay any tax or

duty that may be payable relating to any transfer involved in the issuance or delivery of Class C Capital Stock in a name other than the name of such Holder. Shares of Class C Capital Stock issuable upon Fundamental Change Conversion shall

of Class C Capital Stock shall be issued, and the payment by the Corporation of such cash to which the converting Holder is entitled shall be made, in each case, on the later of the second Business Day immediately succeeding the Fundamental

Change Conversion Date and the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or

Persons entitled to receive the shares of Class C Capital Stock issuable upon a Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such shares of Class C Capital Stock as of the close of business on

Class C Capital Stock issuable upon Fundamental Change Conversion of any shares of Series B Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to such

shares of Class C Capital Stock (including voting rights, rights to respond to tender offers for the Class C Capital Stock and rights to receive any dividends or other distributions on the Class C Capital Stock) by virtue of holding

shares of Series B Mandatory Convertible Preferred Stock.

In the event that a Fundamental Change Conversion is effected with respect to shares of

Series B Mandatory Convertible Preferred Stock representing less than all the shares of Series B Mandatory Convertible Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Registrar

and Transfer Agent to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Series B Mandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected.

(d) In the event that a Holder shall not by written notice designate the name in which shares of Class C Capital Stock to be issued

upon conversion of such Series B Mandatory Convertible Preferred Stock should be registered or, if applicable, the address to which the certificate or certificates representing such shares of Class C Capital Stock should be sent, the

Capital Stock to the address of such Holder shown on the records of the Corporation.

(e) Shares of Series B Mandatory Convertible

Preferred Stock shall cease to be outstanding on the applicable Conversion Date, subject to the right of Holders of such shares to receive shares of Class C Capital Stock issuable upon conversion of such shares of Series B Mandatory Convertible

Preferred Stock and other amounts and shares of Class C Capital Stock, if any, to which they are entitled pursuant to Section 7, 8 or 9, as applicable and, if the applicable Conversion Date occurs after the Record Date for a declared

pursuant to Section 3.

(f) If the Corporation (or an applicable withholding agent) is required to withhold on constructive dividends

to a Holder and pay the applicable withholding taxes, the Corporation may, at its option, or an applicable withholding agent may, withhold such taxes from or set off such taxes against payments of cash or shares of Class C Capital Stock payable

to such Holder or such Holder’s other funds or assets.

SECTION 11. Reservation of Class C Capital Stock.

(a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Class C Capital Stock or shares of Class C Capital Stock held in the treasury by the Corporation, solely for issuance upon the

conversion of, or as payment of dividends on, shares of Series B Mandatory Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a number of shares of Class C Capital Stock equal to the maximum number

of shares of Class C Capital Stock issuable upon conversion of, or as payment of dividends on, all shares of Series B Mandatory Convertible Preferred Stock then outstanding (including, for the avoidance of doubt, the maximum Mandatory

Conversion Additional Conversion Amount). For purposes of this Section 11(a), the number of shares of Class C Capital Stock that shall be issuable upon the conversion of, or as payment of dividends on, all outstanding shares of Series B

Mandatory Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon

conversion of shares of Series B Mandatory Convertible Preferred Stock or as payment of any dividend on such shares of Series B Mandatory Convertible Preferred Stock, as herein provided, shares of Class C Capital Stock reacquired and held in

the treasury by the Corporation (in lieu of the issuance of authorized and unissued shares of Class C Capital Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than

liens, charges, security interests and other encumbrances created by the Holders).

upon conversion of, or as payment of a dividend on, the Series B Mandatory Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens,

claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and free of preemptive rights.

(d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of, or as payment of a dividend

on, the Series B Mandatory Convertible Preferred Stock, the Corporation shall comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof

by, any governmental authority.

(e) The Corporation hereby covenants and agrees that, if at any time the Class C Capital Stock shall

be listed on the Nasdaq Global Select Market or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and use its commercially

reasonable efforts to keep listed, so long as the Class C Capital Stock shall be so listed on such exchange or automated quotation system, all Class C Capital Stock issuable upon conversion of, or issuable in respect of the payment of

dividends, the Accumulated Dividend Amount or the Fundamental Change Dividend Make-whole Amount on, the Series B Mandatory Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system

permit the Corporation to defer the listing of such Class C Capital Stock until the earlier of (x) the first conversion of Series B Mandatory Convertible Preferred Stock into Class C Capital Stock in accordance with the provisions

hereof and (y) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Series B Mandatory Convertible Preferred Stock, the Corporation covenants to list such Class C

Capital Stock issuable upon the earlier of (1) the first conversion of the Series B Mandatory Convertible Preferred Stock and (2) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend

Make-Whole Amount on the Series B Mandatory Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 12. Fractional Shares. (a) No fractional shares of Class C

Capital Stock shall be issued as a result of any conversion of shares of Series B Mandatory Convertible Preferred Stock.

(b) In lieu of

any fractional share of Class C Capital Stock otherwise issuable in respect of the aggregate number of shares of Series B Mandatory Convertible Preferred Stock that are converted on the Mandatory Conversion Date pursuant to Section 7 or at

the option of the Holder pursuant to Section 8 or Section 9, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the product of (i) that same fraction and (ii) the Average VWAP per share of the

Class C Capital Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the Mandatory Conversion Date, Early Conversion Date or Fundamental Change Conversion Date, as applicable.

(c) If more than one share of the Series B Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the

same Holder, the number of full shares of Class C Capital Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series B Mandatory Convertible Preferred Stock so surrendered.

SECTION 13. Anti-Dilution Adjustments to the Fixed Conversion Rates. (a) Each Fixed Conversion

Rate shall be subject to the following adjustments:

(i) Stock Dividends and Distributions. If the Corporation

issues Class C Capital Stock to all or substantially all holders of Class C Capital Stock as a dividend or other distribution, each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for

determination of the holders of Class C Capital Stock entitled to receive such dividend or other distribution shall be multiplied by a fraction:

(A) the numerator of which is the sum of (x) the number of shares of Class C Capital Stock outstanding immediately

prior to the close of business on the date fixed for such determination and (y) the total number of shares of Class C Capital Stock constituting such dividend or other distribution, and

(B) the denominator of which is the number of shares of Class C Capital Stock outstanding immediately prior to the close

of business on the date fixed for such determination.

Any increase made pursuant to this clause (i) shall become effective immediately after the

close of business on the date fixed for such determination. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of

Directors (or an authorized committee thereof) publicly announces its decision not to make such dividend or distribution, to such Fixed Conversion Rate that would be in effect if such dividend or distribution had not been declared. For the purposes

of this clause (i), the number of shares of Class C Capital Stock outstanding immediately prior to the close of business on the date fixed for such determination shall not include shares held in treasury by the Corporation but shall include any

shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class C Capital Stock. The Corporation shall not pay any dividend or make any distribution on shares of Class C Capital Stock held in treasury by

the Corporation.

(ii) Issuance of Stock Purchase Rights. If the Corporation issues to

all or substantially all holders of Class C Capital Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders’ rights plan, customary dividend reinvestment plan, or customary share purchase plan or other

similar plans) entitling such holders, for a period of up to 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of Class C Capital Stock at a price per share less than the Current Market Price of

the Class C Capital Stock, each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the holders of Class C Capital Stock entitled to receive such rights or warrants shall be

increased by multiplying such Fixed Conversion Rate by a fraction:

(A) the numerator of which is the sum of (x) the

number of shares of Class C Capital Stock outstanding immediately prior to the close of business on the date fixed for such determination and (y) the number of shares of Class C Capital Stock issuable pursuant to such rights or

warrants, and

(B) the denominator of which shall be the sum of (x) the number of shares of Class C Capital Stock

outstanding immediately prior to the close of business on the date fixed for such determination and (y) the number of shares of Class C Capital Stock equal to the quotient of the aggregate offering price payable to exercise such rights or

warrants, divided by the Current Market Price of the Class C Capital Stock.

Any increase made pursuant to this clause (ii) shall become

effective immediately after the close of business on the date fixed for such determination. In the event that such rights or warrants described in this clause (ii) are not so issued, each Fixed Conversion Rate shall be decreased, effective as

of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to issue such rights or warrants, to such Fixed Conversion Rate that would then be in effect if such issuance had not been declared. To the

extent that such rights or warrants are not exercised prior to their expiration or shares of Class C Capital Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, each Fixed

Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Class C

Capital Stock actually delivered. In determining whether any rights or warrants entitle the holders thereof to subscribe for or purchase shares of Class C Capital Stock at less than the Current Market Price of the Class C Capital Stock,

and in determining the aggregate offering price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Corporation for such rights or warrants and the amount payable to the Corporation upon

exercise or conversion thereof, the value of such consideration (if other than cash) to be determined by the Board of Directors (or an authorized committee thereof). For the purposes of this clause (ii), the number of shares of Class C Capital

Stock at the time outstanding shall not include shares held in treasury by the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class C Capital Stock. The

Corporation shall not issue any such rights or warrants in respect of shares of Class C Capital Stock held in treasury by the Corporation.

(iii) Subdivisions and Combinations of the

Class C Capital Stock. If outstanding shares of Class C Capital Stock shall be subdivided into a greater number of shares of Class C Capital Stock or combined into a lesser number of shares of Class C

Capital Stock, each Fixed Conversion Rate in effect immediately prior to the open of business on the Effective Date of such subdivision or combination shall be multiplied by a fraction:

(A) the numerator of which is the number of shares of Class C Capital Stock that would be outstanding immediately after,

and solely as a result of, such subdivision or combination, and

(B) the denominator of which is the number of shares of

Class C Capital Stock outstanding immediately prior to such subdivision or combination.

Any adjustment made pursuant to this clause (iii) shall

become effective immediately after the open of business on the Effective Date of such subdivision or combination.

(iv)

Debt or Asset Distribution. (A) If the Corporation distributes to all or substantially all holders of Class C Capital Stock evidences of its indebtedness, shares of capital stock, securities, rights to acquire the

Corporation’s capital stock (other than rights issued pursuant to a stockholders’ rights plan so long as such rights have not separated from the Class C Capital Stock), cash or other assets (excluding (1) any dividend or

distribution as to which an adjustment was effected pursuant to Section 13(a)(i), (2) any rights or warrants as to which an adjustment was effected pursuant to Section 13(a)(ii), (3) any dividend or distribution consisting exclusively of

cash to all or substantially all holders of the Class C Capital Stock and (4) any Spin-Off as to which the provisions set forth in Section 13(a)(iv)(B) shall apply) (any such evidences of

indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets, the “Distributed Property”), each Fixed Conversion Rate in effect immediately prior to the close of

business on the date fixed for the determination of holders of Class C Capital Stock entitled to receive such distribution shall be multiplied by a fraction:

(1) the numerator of which is the Current Market Price of the Class C Capital Stock, and

(2) the denominator of which is the Current Market Price of the Class C Capital Stock minus the Fair Market Value,

on the Ex-Date of such distribution, of the portion of the Distributed Property so distributed applicable to one share of Class C Capital Stock.

Any increase made pursuant to this Section 13(a)(iv)(A) shall become effective

immediately after the close of business on the date fixed for such determination. In the event that such distribution described in this Section 13(a)(iv)(A) is not so made, each Fixed Conversion Rate shall be decreased, effective as of the date

the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such distribution, to such Fixed Conversion Rate that would then be in effect if such distribution had not been declared.

(B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately prior

to the open of business on the Ex-Date of such distribution shall be multiplied by a fraction:

(1) the numerator of which is the sum of (x) the Current Market Price of the Class C Capital Stock and (y) the

Current Market Price of the portion of those shares of capital stock or similar equity interests so distributed that is applicable to one share of Class C Capital Stock, and

(2) the denominator of which is the Current Market Price of the Class C Capital Stock.

Any increase made pursuant to this Section 13(a)(iv)(B) shall be made immediately following the determination of the Current Market Price of the

Class C Capital Stock, but shall become retroactively effective immediately after the open of business on the Ex-Date of such distribution. In the event that such distribution described in this

described above, the Corporation shall delay the settlement of any conversion of the Series B Mandatory Convertible Preferred Stock where any date for determining the number of shares of Class C Capital Stock issuable to a Holder upon such

conversion occurs during the period set forth in clause (ii) of the definition of “Current Market Price” until the second Business Day immediately following the last Trading Day of such period.

For purposes of this clause (iv) (and subject in all respects to clause (viii)), rights or warrants distributed by the Corporation to all or

substantially all holders of its Class C Capital Stock entitling them to subscribe for or purchase shares of the Corporation’s capital stock, including Class C Capital Stock (either initially or under certain circumstances), which

rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Class C Capital Stock; (ii) are not exercisable; and (iii) are also

issued in respect of future issuances of the Class C Capital Stock, shall be deemed not to have been distributed for purposes of this clause (iv) (and no adjustment to the Fixed Conversion Rates under this clause (iv) shall be required)

until the occurrence of the earliest Trigger Event, whereupon such rights or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Conversion Rates shall be made under this clause (iv). If

any such rights or warrants, including any such existing rights or warrants distributed prior to the Initial Issue Date, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities,

evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and the date fixed for the determination of the holders of Class C Capital Stock entitled to

receive such distribution with respect to new rights or warrants with such rights (in which case the existing rights or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in

the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a

distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iv) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or purchased without exercise by any holders

thereof, upon such final redemption or purchase (x) the Fixed Conversion Rates shall be readjusted as if such rights or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such

distribution, deemed distribution, Trigger Event or other event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Class C Capital Stock with

respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Class C Capital Stock as of the date of such redemption or purchase, and (2) in the case of such rights or warrants that

shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights and warrants had not been issued.

For purposes of clause (i), clause (ii) and this clause (iv), if any dividend or

distribution to which this clause (iv) is applicable includes one or both of:

(x) a dividend or distribution of

shares of Class C Capital Stock to which clause (i) is applicable (the “Clause I Distribution”); or

(y) an issuance of rights or warrants to which clause (ii) is applicable (the “Clause II

Distribution”),

then (1) such dividend or distribution, other than the Clause I Distribution, if any, and the Clause II Distribution, if

any, shall be deemed to be a dividend or distribution to which this clause (iv) is applicable (the “Clause IV Distribution”) and any Fixed Conversion Rate adjustment required by this clause (iv) with respect to such

Clause IV Distribution shall then be made, and (2) the Clause I Distribution, if any, and Clause II Distribution, if any, shall be deemed to immediately follow the Clause IV Distribution and any Fixed Conversion Rate adjustment required by

clause (i) and clause (ii) with respect thereto shall then be made, except that, if determined by the Corporation (I) the date fixed for determination of the holders of Class C Capital Stock entitled to receive any Clause I

Distribution or Clause II Distribution shall be deemed to be the date fixed for the determination of holders of Class C Capital Stock entitled to receive the Clause IV Distribution and (II) any shares of Class C Capital Stock included

in any Clause I Distribution or Clause II Distribution shall be deemed not to be “outstanding immediately prior to the close of business on the date fixed for such determination” within the meaning of clauses (i) and (ii).

(v) Cash Distributions. If the Corporation dividends or distributes

an amount consisting exclusively of cash to all or substantially all holders of Class C Capital Stock (excluding (1) a regular, quarterly cash dividend that does not exceed $0.22 per share (the “Initial Dividend

Threshold”), (2) any cash that is distributed in exchange for the Class C Capital Stock in a Reorganization Event to which Section 13(e) applies, (3) any dividend or distribution in connection with the liquidation,

dissolution or winding-up of the Corporation and (4) any consideration payable as part of a tender or exchange offer by the Corporation or any Subsidiary of the Corporation covered by Section 13(a)(vi)), each Fixed Conversion Rate in

effect immediately prior to the close of business on the date fixed for determination of the holders of Class C Capital Stock entitled to receive such dividend or distribution shall be multiplied by a fraction:

(1) the numerator of which is the Current Market Price of the Class C Capital Stock minus the Initial Dividend

Threshold (provided that if the dividend or distribution is not a regular, quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero), and

(2) the denominator of which is the Current Market Price of the Class C Capital Stock minus the amount per share of

Class C Capital Stock of such dividend or distribution.

The Initial Dividend Threshold shall be subject to adjustment on an inversely proportional

basis whenever the Fixed Conversion Rates are adjusted, but no adjustment shall be made to the Initial Dividend Threshold for any adjustment made to the Fixed Conversion Rates pursuant to this clause (v).

Any increase made pursuant to this clause (v) shall become effective immediately after the close of business on the date fixed for the determination of

the holders of Class C Capital Stock entitled to receive such dividend or distribution. In the event that any dividend or distribution described in this clause (v) is not so made, each Fixed Conversion Rate shall be decreased, effective as

been declared.

(vi) Self Tender Offers and Exchange Offers. If the Corporation or any Subsidiary of the Corporation

successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Class C Capital Stock (other than a tender offer solely to holders of fewer than

100 shares of Class C Capital Stock) where the cash and the value of any other consideration included in the payment per share of Class C Capital Stock exceeds the Current Market Price of the Class C Capital Stock, each Fixed

Conversion Rate in effect immediately prior to the close of business on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction:

(A) the numerator of which shall be equal to the sum of:

(1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares of

Class C Capital Stock purchased in such tender or exchange offer; and

(2) the product of (x) the Current Market

Price of the Class C Capital Stock and (y) the number of shares of Class C Capital Stock outstanding immediately after such tender or exchange offer expires (after giving effect to the purchase or exchange of shares of Class C

Capital Stock pursuant to such tender or exchange offer); and

(B) the denominator of which shall be equal to the product

of (1) the Current Market Price of the Class C Capital Stock and (2) the number of shares of Class C Capital Stock outstanding immediately prior to the time such tender or exchange offer expires (without giving effect to the

purchase or exchange of shares of Class C Capital Stock pursuant to such tender or exchange offer).

Any increase made pursuant to this clause

(vi) shall be made immediately following the determination of the Current Market Price of the Class C Capital Stock, but shall become retroactively effective immediately after the close of business on the Expiration Date. In the event that

the Corporation or one of its Subsidiaries is obligated to purchase shares of Class C Capital Stock pursuant to any such tender offer or exchange offer, but the Corporation or such Subsidiary is permanently prevented by applicable law from

effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall be decreased to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as

set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in each Fixed Conversion Rate, no adjustment shall be made for such tender offer or exchange offer

Series B Mandatory Convertible Preferred Stock where any date for determining the number of shares of Class C Capital Stock issuable to Holders upon such conversion occurs during the period set forth in clause (iii) of the definition of

“Current Market Price” until the second Business Day immediately following the last Trading Day of such period.

(vii) In cases where (i) the Fair Market Value of the Distributed Property distributed per share of Class C Capital

Stock as to which Section 13(a)(iv)(A) applies or (ii) the amount of cash distributed per share of Class C Capital Stock as to which Section 13(a)(v) applies, in each case, equals or exceeds the Average VWAP per share of the

Class C Capital Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, rather than being entitled to an

adjustment in each Fixed Conversion Rate, Holders shall be entitled to receive (without having to convert their Series B Mandatory Convertible Preferred Stock), at the same time and upon the same terms as holders of Class C Capital Stock, the

kind and amount of the Distributed Property or cash, as the case may be, comprising the distribution that such Holder would have received if such Holder had owned, immediately prior to the record date for determining the holders of Class C

Capital Stock entitled to receive the distribution, for each share of Series B Mandatory Convertible Preferred Stock, a number of shares of Class C Capital Stock equal to the Maximum Conversion Rate in effect on the date of such distribution.

(viii) Rights Plans. To the extent that the Corporation has a rights

plan in effect with respect to the Class C Capital Stock on any Conversion Date, upon conversion of any shares of Series B Mandatory Convertible Preferred Stock, converting Holders shall receive, in addition to the Class C Capital Stock,

the rights under such rights plan, unless, prior to such Conversion Date, the rights have separated from the Class C Capital Stock, in which case each Fixed Conversion Rate shall be adjusted at the time of separation of such rights as if the

Corporation made a distribution to all holders of the Class C Capital Stock as described in Section 13(a)(iv)(A), subject to readjustment in the event of the expiration, termination or redemption of such rights. Any distribution of rights

or warrants pursuant to a rights plan that would allow Holders to receive upon conversion, in addition to any shares of Class C Capital Stock, the rights described therein (unless such rights or warrants have separated from Class C Capital

Stock (in which case each Fixed Conversion Rate shall be adjusted at the time of separation as if the Corporation had made a distribution to all holders of Class C Capital Stock as described in Section 13(a)(iv)(A), subject to readjustment

(b) Discretionary Adjustments. The Corporation may make such increases in each Fixed Conversion Rate, in addition to any other increases

required by this Section 13, as the Corporation deems advisable if the Board of Directors (or an authorized committee thereof) determines that such increase would be in the Corporation’s best interest or in order to avoid or diminish any

income tax to holders of the Class C Capital Stock resulting from any dividend or distribution of shares of Class C Capital Stock (or issuance of rights or warrants to acquire shares of Class C Capital Stock) or from any event treated

as such for income tax purposes or for any other reasons; provided that the same proportionate adjustment must be made to each Fixed Conversion Rate.

(c) Calculation of Adjustments; Adjustments to Floor Price and Stock Price. (i) All adjustments to each Fixed Conversion Rate shall

be calculated to the nearest 1/10,000th of a share of Class C Capital Stock. Prior to the first Trading Day of the Final Averaging Period, no adjustment to a Fixed Conversion Rate shall be required unless such adjustment would require an

increase or decrease of at least one percent therein. If any adjustment by reason of this Section 13(c)(i) is not required to be made because it would not change the Fixed Conversion Rates by at least one percent, such adjustment shall be

carried forward and taken into account in any subsequent adjustment; provided, however, that the Corporation shall make such adjustments, regardless of whether such aggregate adjustments amount to one percent or more of the Fixed Conversion

Rates, (x) on any Early Conversion Date or Fundamental Change Conversion Date; (y) on the Effective Date of any Fundamental Change; and (z) on each Trading Day of the Final Averaging Period.

(ii) If an adjustment is made to the Fixed Conversion Rates pursuant to

Section 13(a) or 13(b), an inversely proportional adjustment shall also be made to the Floor Price. Such adjustment shall be made by dividing the Floor Price by a fraction, the numerator of which shall be the Minimum Conversion Rate immediately

after such adjustment pursuant to Section 13(a) or 13(b) and the denominator of which shall be the Minimum Conversion Rate immediately before such adjustment. For the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates

pursuant to Section 13(a) or 13(b), no separate inversely proportional adjustment shall be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $1,000 divided by the Maximum Conversion Rate

(as adjusted in the manner described herein), rounded to the nearest $0.0001, and the Threshold Appreciation Price is equal to $1,000 divided by the Minimum Conversion Rate (as adjusted in the manner described herein), rounded to the nearest

$0.0001. Whenever any provision of this Certificate of Designations requires the Corporation to calculate the VWAP per share of the Class C Capital Stock over a span of multiple days, the Board of Directors (or an authorized committee thereof)

shall make appropriate adjustments (including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Stock Price and the Five-Day Average Price, as the case may be) to

account for any adjustments, pursuant to Section 13(a) or 13(b), to the Fixed Conversion Rates that become effective, or any event that would require such an adjustment if the record date, Ex-Date,

Effective Date or Expiration Date, as the case may be, of such event occurs, during the relevant period used to calculate such prices or values, as the case may be.

(iii) If:

(A) the record date for a dividend or distribution on Class C Capital Stock occurs after the end of the Final Averaging

Period and before the Mandatory Conversion Date; and

(B) such dividend or distribution would have resulted in an

adjustment of the number of shares of Class C Capital Stock issuable to the Holders had such record date occurred on or before the last Trading Day of the Final Averaging Period,

then the Corporation shall deem the Holders to be holders of record, for each share of their Series B Mandatory Convertible Preferred Stock, of a number of

shares of Class C Capital Stock equal to the Mandatory Conversion Rate for purposes of that dividend or distribution. In this case, the Holders would receive the dividend or distribution on Class C Capital Stock together with the number of

shares of Class C Capital Stock issuable upon Mandatory Conversion.

(iv) If an adjustment is made to the Fixed

Conversion Rate immediately prior to the adjustment giving rise to such Stock Price adjustment, and the denominator of which is the Minimum Conversion Rate as so adjusted.

(v) No adjustment to the Fixed Conversion Rates shall be made if Holders may

participate (other than in the case of (x) a share subdivision or share combination or (y) a tender or exchange offer), at the same time, upon the same terms and otherwise on the same basis as holders of Class C Capital Stock and

solely as a result of holding Series B Mandatory Convertible Preferred Stock, in the transaction that would otherwise give rise to an adjustment without having to convert their Series B Mandatory Convertible Preferred Stock as if they held, for each

share of Series B Mandatory Convertible Preferred Stock, a number of shares of Class C Capital Stock equal to the Maximum Conversion Rate then in effect. In addition, the Fixed Conversion Rates shall not be adjusted except as provided in this

Section 13. Without limiting the foregoing, the Fixed Conversion Rates shall not be adjusted:

(A) upon the issuance

of any shares of Class A Common Stock or Class C Capital Stock (or rights with respect thereto) pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities

and the investment of additional optional amounts in shares of Class A Common Stock or Class C Capital Stock under any plan;

(B) upon the issuance of any shares of Class A Common Stock or Class C Capital Stock or rights or warrants to

purchase those shares pursuant to any present or future employee, director or consultant benefit or other incentive plan or program of or assumed by the Corporation or any of its Subsidiaries;

right or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;

(D) for a change

solely in the par value of the Class C Capital Stock;

(E) for sales of Class A Common Stock or Class C

Capital Stock for cash, including the sale of shares of Class C Capital Stock for a purchase price that is less than the applicable market price per share of Class C Capital Stock or less than the Initial Price or the Threshold

Appreciation Price, other than in a transaction described in Section 13(a)(ii) or Section 13(a)(iv)(A);

(F) for

stock repurchases that are not tender or exchange offers, including pursuant to structured or derivative transactions;

(G)

as a result of a tender offer solely to holders of fewer than 100 shares of Class C Capital Stock;

(H) as a result of a third-party tender or exchange offer, other than a

tender or exchange offer by one of the Corporation’s Subsidiaries as described in Section 13(a)(vi);

(I) for

any regular, quarterly cash dividend that does not exceed the Initial Dividend Threshold; or

(J) for accumulated and

unpaid dividends on the Series B Mandatory Convertible Preferred Stock, except as provided in Section 7, Section 8 and Section 9.

(d) Notice of Adjustment. Whenever the Fixed Conversion Rates and the Fundamental Change Conversion Rates set forth in the table in the

definition of “Fundamental Change Conversion Rate” are to be adjusted, the Corporation shall:

(i) compute such

adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates, the

method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based;

(ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Fixed Conversion Rates and

the Fundamental Change Conversion Rates, provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and

(iii) as soon as practicable following the determination of such adjusted Fixed Conversion Rates and Fundamental Change

Conversion Rates provide, or cause to be provided, to the Holders, upon written request by a beneficial owner of the Series B Depositary Shares, a statement setting forth in reasonable detail the method by which the adjustments to the Fixed

Conversion Rates and Fundamental Change Conversion Rates were determined and setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates.

(e) Reorganization Events. In the event of:

(i) any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which

the Corporation is the continuing corporation and in which the shares of Class C Capital Stock outstanding immediately prior to the merger or consolidation are not converted into, or exchanged for, securities, cash or other property);

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the consolidated property and

assets of the Corporation and its Subsidiaries;

(iii) any reclassification of Class C Capital Stock into securities,

including securities other than Class C Capital Stock; or

(iv) any statutory exchange of securities of the

Corporation with another Person or binding share exchange (other than in connection with a merger or consolidation),

in each case, as a result of which

the Class C Capital Stock would be converted into, or exchanged for, securities, cash or property (each, a “Reorganization Event”), each share of Series B Mandatory Convertible Preferred Stock outstanding immediately prior to

such Reorganization Event shall, without the consent of the Holders, become convertible into the kind of securities, cash and other property that such Holder would have been entitled to receive if such Holder had converted its Series B Mandatory

Convertible Preferred Stock into Class C Capital Stock immediately prior to such Reorganization Event (such securities, cash and other property, the “Exchange Property,” with each “Unit of Exchange

Property” meaning the kind and amount of such Exchange Property that a holder of one share of Class C Capital Stock is entitled to receive). For purposes of the foregoing, the type and amount of Exchange Property in the case of any

Reorganization Event that causes the Class C Capital Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) shall be deemed to be the weighted

average of the types and amounts of consideration actually received by the holders of Class C Capital Stock in such Reorganization Event. The Corporation shall notify Holders of such weighted average as soon as practicable after such

determination is made. The number of Units of Exchange Property that the Corporation shall deliver upon conversion of each share of Series B Mandatory Convertible Preferred Stock or as a payment of dividends on the Series B Mandatory Convertible

retained by the Corporation for this purpose.

The provisions of this Section 13(e) shall similarly apply to successive Reorganization

Events and the provisions of Section 13 shall apply to any shares of capital stock or ADRs of the Corporation (or any successor thereto) received by the holders of Class C Capital Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall, as soon as reasonably practicable (but in any event within 20 calendar days) after the

affect the operation of this Section 13(e).

In connection with any Reorganization Event, the Initial Dividend Threshold shall be

subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be:

(i) In the case of a

Reorganization Event, divided by (y) the number of shares of Reorganization Common Stock that a holder of one share of Class C Capital Stock would receive in such Reorganization Event (such quotient rounded down to the nearest

cent).

(ii) In the case of a Reorganization Event in which the Exchange Property (determined, as appropriate, as set forth above in this

Section 13 and excluding any dissenters’ appraisal rights) is composed in part of shares of Reorganization Common Stock, the Initial Dividend Threshold at and after the effective time of such Reorganization Event shall be equal to

(x) the Initial Dividend Threshold immediately prior to the effective time of such Reorganization Event, multiplied by (y) the Reorganization Valuation Percentage for such Reorganization Event (such product rounded down to the

nearest cent).

(iii) In the case of a Reorganization Event in which the Exchange Property (determined, as appropriate, as set forth above

in this Section 13 and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of Reorganization Common Stock, the Initial Dividend Threshold at and after the effective time of such

Reorganization Event shall be equal to zero.

SECTION 14. Transfer Agent, Registrar, and Conversion and

Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent for the Series B Mandatory Convertible Preferred Stock shall be Computershare Trust Company, N.A. The Corporation may, in

its sole discretion, remove the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in accordance with the agreement between the Corporation and the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent, as the case

may be; provided that if the Corporation removes Computershare Trust Company, N.A., the Corporation shall appoint a successor transfer agent, registrar or conversion and dividend disbursing agent, as the case may be, who shall accept such

appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders.

SECTION 15. Record Holders. To the fullest extent permitted by applicable law,

the Corporation and the Transfer Agent may deem and treat the Holder of any shares of Series B Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

SECTION 16. Notices. All notices or communications in respect of the Series B Mandatory Convertible Preferred Stock shall be

of Incorporation or the Bylaws and by applicable law. Notwithstanding the foregoing, if the shares of the Series B Mandatory Convertible Preferred Stock are held in global form, such notices may also be given to the Holders in any manner permitted

by DTC or any similar facility used for the settlement of transactions in the Series B Mandatory Convertible Preferred Stock.

SECTION 17. No Preemptive Rights. The Holders shall have no preemptive or preferential rights to purchase or subscribe to any

stock, obligations, warrants or other securities of the Corporation of any class.

SECTION 18. Other Rights. The shares of the

Series B Mandatory Convertible Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as

set forth herein or in the Certificate of Incorporation or as provided by applicable law.

SECTION 19. Stock Certificates.

(a) Shares of Series B Mandatory Convertible Preferred Stock shall be represented by stock certificates substantially in the form set

forth as Exhibit A hereto.

(b) Stock certificates representing shares of the Series B Mandatory Convertible Preferred Stock shall be

signed by two authorized Officers of the Corporation, in accordance with the Bylaws and applicable Delaware law, by manual or facsimile signature.

(c) A stock certificate representing shares of the Series B Mandatory Convertible Preferred Stock shall not be valid until manually

countersigned by an authorized signatory of the Transfer Agent and Registrar. Each stock certificate representing shares of the Series B Mandatory Convertible Preferred Stock shall be dated the date of its countersignature.

(d) If any Officer of the Corporation who has signed a stock certificate no longer holds that office at the time the Transfer Agent and

Registrar countersigns the stock certificate, the stock certificate shall be valid nonetheless.

SECTION 20. Replacement Certificates.

(a) If any Series B Mandatory Convertible Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall, at

the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series B Mandatory Convertible Preferred Stock certificate, or in lieu of and substitution for the Series B Mandatory Convertible Preferred

Stock certificate lost, stolen or destroyed, a new Series B Mandatory Convertible Preferred Stock certificate of like tenor and representing an equivalent Liquidation Preference of shares of Series B Mandatory Convertible Preferred Stock, but only

upon receipt of evidence of such loss, theft or destruction of such Series B Mandatory Convertible Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Corporation and the Transfer Agent.

(b) The Corporation is not required to issue any certificate representing the Series B Mandatory Convertible Preferred Stock on or after the

Mandatory Conversion Date. In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above, shall deliver the shares of Class C

Capital Stock issuable and any cash deliverable pursuant to the terms of the Series B Mandatory Convertible Preferred Stock formerly evidenced by the certificate.

SECTION 21. Titles and Headings. The titles and headings of the sections and subsections of this Certificate of

Designations have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 22. Miscellaneous. (a) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be

payable in respect of any issuance or delivery of shares of Series B Mandatory Convertible Preferred Stock or shares of Class C Capital Stock or other securities issued on account of Series B Mandatory Convertible Preferred Stock pursuant

hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Class C Capital

Stock or other securities in a name other than that in which the shares of Series B Mandatory Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, and the Corporation shall not be

required to make any such issuance or delivery unless and until the Person otherwise entitled to such issuance or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such

tax has been paid or is not payable.

(b) The Liquidation Preference and the Dividend Amount each shall be subject to equitable adjustment

whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series B Mandatory Convertible Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (or an

authorized committee thereof) and submitted by the Board of Directors (or such authorized committee thereof) to the Transfer Agent.

Exhibit A

[FORM OF FACE OF SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK CERTIFICATE]

Certificate Number [__]

Number of Shares of Series B Mandatory

Convertible Preferred Stock [_____]

CUSIP 02079K 701

ISIN US02079K7019

ALPHABET INC.

6.25% Series B Mandatory Convertible Preferred Stock

(par value $0.001 per share)

(Liquidation Preference as specified below)

ALPHABET INC., a Delaware corporation (the “Corporation”), hereby certifies that [_______] (the

“Holder”), is the registered owner of [_______] fully paid and non-assessable shares of the Corporation’s designated 6.25% Series B Mandatory Convertible Preferred Stock, with par

value $0.001 per share and a Liquidation Preference of $1,000.00 per share (the “Series B Mandatory Convertible Preferred Stock”). The shares of Series B Mandatory Convertible Preferred Stock are transferable on the books

provisions of the Series B Mandatory Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations of 6.25% Series B Mandatory Convertible Preferred Stock of Alphabet

Designations, the provisions of the Certificate of Designations shall control and govern.

Reference is hereby made to the provisions of

the Series B Mandatory Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Transfer Agent and Registrar have properly countersigned, these shares of Series B Mandatory Convertible Preferred Stock shall

not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

A-1

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by two

Officers of the Corporation this [__] of [_______], [____].

ALPHABET INC.

By:

Name:

Title:

By:

Name:

Title:

A-2

Exhibit 3.2

COUNTERSIGNATURE

These are

shares of Series B Mandatory Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

[_______], [____]

Computershare Trust Company, N.A., as

Registrar and Transfer Agent

By:

Name:

Title:

A-3

Exhibit 3.2

[FORM OF REVERSE OF CERTIFICATE FOR SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK]

Cumulative dividends on each share of Series B Mandatory Convertible Preferred Stock shall be payable at the applicable rate provided in the

Certificate of Designations.

The shares of Series B Mandatory Convertible Preferred Stock shall be convertible in the manner and in

accordance with the terms set forth in the Certificate of Designations.

The Corporation shall furnish without charge to each Holder who

class or series of share capital issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.

A-4

NOTICE OF CONVERSION

(To be Executed by the Holder

order to Convert the Series B Mandatory Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the

“Conversion”) 6.25% Series B Mandatory Convertible Preferred Stock (the “Series B Mandatory Convertible Preferred Stock”), of Alphabet Inc. (hereinafter called the “Corporation”),

represented by stock certificate No(s). [______] (the “Series B Mandatory Convertible Preferred Stock Certificates”), into Class C capital stock, par value $0.001 per share, of the Corporation (the

“Class C Capital Stock”) according to the conditions of the Certificate of Designations of the Series B Mandatory Convertible Preferred Stock (the “Certificate of Designations”), as of the

date written below. If Class C Capital Stock is to be issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Series B Mandatory Convertible Preferred

Stock Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein

shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

Date of Conversion:

Applicable Conversion Rate:

Shares of Series B Mandatory Convertible Preferred Stock to Be Converted:

Shares of Class C Capital Stock to Be Issued:*

Signature:

Name:

Address:**

Fax No.:

The Corporation is not required to issue Class C Capital Stock until the original Series B Mandatory

Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or the Conversion and Dividend Disbursing Agent.

Address where Class C Capital Stock and any other payments or certificates shall be sent by the Corporation.

A-5

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series B Mandatory Convertible Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series B Mandatory Convertible Preferred Stock evidenced hereby on the books of the

Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this

Certificate)

Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker,

savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other

“signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-6

EX-4.3

Filename: d36818dex43.htm · Sequence: 4

EX-4.3

Exhibit 4.3

6.25% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK OF

ALPHABET INC.

DEPOSIT

AGREEMENT

among

ALPHABET INC.,

COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A.,

acting jointly as Depositary

and

THE HOLDERS FROM

TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of June 5, 2026

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINED TERMS

Section 1.01. Definitions

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, DEPOSIT, REGISTRATION AND EXCHANGE OF

RECEIPTS

Section 2.01. Appointment of Depositary

Section 2.02. Rights, Preferences, Privileges and Voting Powers

Section 2.03. Book-Entry System; Form and Transfer of Receipts

Section 2.04. Deposit of Series A Mandatory Convertible Preferred Stock; Execution and

Delivery of Receipts

Section 2.05. No Redemption of Series A Mandatory Convertible Preferred

Stock

Section 2.06. Registration of Transfer of Receipts

Section 2.07. Split-ups and Combinations of

Receipts; Surrender of Receipts and Withdrawal of Series A Mandatory Convertible Preferred Stock

Section 2.08. Limitations on Execution and Delivery, Transfer, Surrender and Exchange

of Receipts

Section 2.09. Lost Receipts, etc.

Section 2.10. Cancellation and Destruction of Surrendered Receipts

Section 2.11. Conversion at the Option of Holders

Section 2.12. No Pre-Release

Section 2.13. Receipt of Funds

ARTICLE 3

CERTAIN OBLIGATIONS OF RECORD HOLDERS OF RECEIPTS AND OF

THE CORPORATION

Section 3.01. Filing Proofs; Certificates and Other Information

Section 3.02. Payment of Taxes or Other Governmental Charges

Section 3.03. Warranty as to Series A Mandatory Convertible Preferred

Stock

Section 3.04. Warranty as to Receipts

Section 3.05. Listing

ARTICLE 4

THE DEPOSITED SECURITIES; NOTICES

Section 4.01. Cash Distributions

Section 4.02. Distributions Other than Cash, Rights, Options or Privileges

Section 4.03. Subscription Rights, Options or Privileges

Section 4.04. Notice of Dividends, etc.; Fixing Record Date for Record Holders of

Receipts

Section 4.05. Voting Rights

Section 4.06. Changes Affecting Deposited Securities and Reclassifications,

Recapitalizations, Etc.

Section 4.07. Delivery of Reports

Section 4.08. Lists of Receipt Record Holders

Section 4.09. Corporation-owned Series A Depositary Shares Disregarded

ARTICLE 5

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND

THE CORPORATION

Section 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary;

Registrar; Depositary’s Agents

Section 5.02. Prevention of or Delay in Performance by the Depositary, the

Depositary’s Agents, the Registrar or the Transfer Agent

Section 5.03. Obligations of the Depositary, the Depositary’s Agents, the

Registrar and the Transfer Agent

Section 5.04. Resignation and Removal of the Depositary; Appointment of Successor

Depositary

Section 5.05. Corporate Notices and Reports

Section 5.06. Indemnification by the Corporation

Section 5.07. Fees, Charges and Expenses

Section 5.08. Tax Compliance

ARTICLE 6

AMENDMENT AND TERMINATION

Section 6.01. Amendment Without Consent of Record Holders

Section 6.02. Amendment With Consent of Record Holders

Section 6.03. Termination

ARTICLE 7

MISCELLANEOUS

Section 7.01. Counterparts

Section 7.02. Record Holders of Receipts Are Parties; Exclusive Benefit of

Parties

Section 7.03. Invalidity of Provisions

Section 7.04. Notices

Section 7.05. Appointment of Registrar and Transfer Agent

Section 7.06. Governing Law

Section 7.07. Inspection of Deposit Agreement and Certificate

Section 7.08. Headings

Section 7.09. Further Assurances

Section 7.10. Confidentiality

Section 7.11. Entire Agreement

EXHIBIT

Exhibit A

Form of Receipt

A-1

iii

THIS DEPOSIT AGREEMENT dated as of June 5, 2026 among (i) ALPHABET INC., a

Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its affiliate, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the

“Trust Company” and, together with Computershare, jointly the “Depositary”) and (iii) the Record Holders from time to time of the Receipts described in this Agreement.

RECITALS

WHEREAS, the

parties desire to provide, as set forth in this Agreement, for the deposit of shares of the Corporation’s 6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, from time to time with the Depositary for the purposes

set forth in this Agreement and for the issuance hereunder of Receipts (as defined herein) evidencing Series A Depositary Shares (as defined herein) in respect of the Series A Mandatory Convertible Preferred Stock (as defined herein) so deposited;

and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions,

modifications and omissions, as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the premises, the parties

hereto agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01. Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the

respective terms (in the singular and plural forms of such terms) used in this Agreement:

“Accumulated Dividend

Amount” shall have the meaning set forth in the Certificate of Designations.

“Agreement” shall mean this

agreement as originally executed or, if amended or supplemented as provided herein, as so amended or supplemented.

“Average

VWAP” shall have the meaning set forth in the Certificate of Designations.

“Board of Directors” shall mean

the board of directors of the Corporation or a committee of such board duly authorized to act for it hereunder.

“Capital

Stock” shall mean, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

“Certificate of Designations” shall mean the Certificate of Designations

establishing the Series A Mandatory Convertible Preferred Stock as a series of preferred stock of the Corporation.

“Certificate

of Incorporation” shall mean the Corporation’s Amended and Restated Certificate of Incorporation, as amended from time to time (including, for the avoidance of doubt, by filing of the Certificate of Designations).

“Class A Common Stock” shall mean the Class A common stock, par value $0.001 per share, of the

Corporation, subject to Section 13(e) of the Certificate of Designations.

“close of business” shall have the

meaning set forth in the Certificate of Designations.

“Closing Sale Price” of any security on any date shall mean the

closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) of such security on that date as reported in

composite transactions for the principal U.S. national or regional securities exchange on which such security is traded. If such security is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the

“Closing Sale Price” shall be the last quoted bid price for such security in the over-the-counter market on the relevant date as reported by OTC

Markets Group Inc. or a similar organization. If such security is not so quoted, the “Closing Sale Price” shall be the average of the mid-point of the last bid and ask prices for such

security on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Computershare” shall have the meaning set forth in the Preamble of this Agreement.

“Conversion Date” shall have the meaning set forth in the Certificate of Designations.

“Conversion Number” shall have the meaning set forth in Section 2.11.

“Corporation” shall have the meaning set forth in the Preamble of this Agreement and shall include its successors and

assigns.

“Depositary” shall have the meaning set forth in the Preamble of this Agreement and, subject to the

provisions of Section 5.04, shall include its successors and assigns.

“Depositary’s Agent” shall mean an

agent appointed by the Depositary pursuant to Section 5.01.

“Depositary’s Office” shall mean the office of

the Depositary at which, at any particular time, its depositary receipt business shall be administered, which is currently in Canton, Massachusetts.

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

“DTC” shall have the meaning set forth in Section 2.03.

“DTC Receipt” shall have the meaning set forth in Section 2.03.

“Early Conversion Additional Conversion Amount” shall have the meaning set forth in the Certificate of Designations.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

“Exchange Property” shall have the meaning set forth in the Certificate of Designations.

“Fundamental Change Dividend Make-whole Amount” shall have the meaning set forth in the Certificate of Designations.

“Funds” shall have the meaning set forth in Section 2.13.

“Moody’s” shall have the meaning set forth in Section 2.13.

“Nasdaq” shall have the meaning set forth in Section 2.03.

“Person” shall mean an individual, a corporation, a limited liability company, an association, a partnership, a joint

venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical Receipt” shall mean a definitive Receipt in physical form.

“Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit

A hereto, whether in the form of DTC Receipts or Physical Receipts.

“Record Holder” as applied to a Receipt shall

mean the Person in whose name that Receipt is registered on the books of the Depositary maintained for such purpose.

“Registrar” shall mean Computershare Trust Company, N.A. or such other successor bank or trust company that shall be

appointed by the Corporation (or, in accordance with Section 5.01, the Depositary) to register ownership and transfers of Receipts as herein provided, and, if a successor Registrar shall be so appointed, references herein to “the

books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such successor Registrar for such purpose.

“Remaining Fractional Share” shall have the meaning set forth in Section 4.02.

“Remaining Fractional Share Amount” shall have the meaning set forth in Section 4.02.

“S&P” shall have the meaning set forth in Section 2.13.

“Securities Act” shall mean the Securities Act of 1933, as amended, and

the rules and regulations promulgated thereunder.

“Series A Depositary Shares” shall mean the depositary shares, each

representing a 1/20th fractional interest in a share of the Series A Mandatory Convertible Preferred Stock and evidenced by a Receipt.

“Series A Mandatory Convertible Preferred Stock” shall mean the shares of a series of the Corporation’s

Preferred Stock designated as its 6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, having the rights, preferences, privileges and voting powers, including conversion, dividend, liquidation and voting rights, as set

forth in the Certificate of Designations.

“Signature Guarantee” shall have the meaning set forth in Section 2.03.

“Subsidiary” shall mean, with respect to any Person, any corporation, association, partnership or other business

entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers,

general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Trading Day” shall have the meaning set forth in the Certificate of Designations.

“Transfer Agent” shall mean Computershare Trust Company, N.A. or any bank or trust company appointed to transfer the

Receipts and the Series A Mandatory Convertible Preferred Stock, as herein provided.

“Trust Company” shall have the

meaning set forth in the Preamble of this Agreement.

“Underwriters” shall mean the several purchasers listed in

Schedule I to the Underwriting Agreement.

“Underwriting Agreement” shall mean the underwriting agreement relating to

the Series A Depositary Shares, dated June 2, 2026, between the Corporation and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several Underwriters.

“Unit of Exchange Property” shall have the meaning set forth in the Certificate of Designations.

Capitalized terms used and not defined in this Agreement shall have the respective meanings assigned to such terms in the Certificate of

Incorporation.

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, DEPOSIT, REGISTRATION

AND EXCHANGE OF RECEIPTS

Section 2.01. Appointment of

Depositary. The Corporation hereby appoints the Depositary, and the Depositary hereby accepts such appointment, as depositary for the Series A Mandatory Convertible Preferred Stock, on the express terms and conditions set forth in this

Agreement (and no implied terms or conditions).

Section 2.02. Rights, Preferences, Privileges and Voting Powers.

Subject to the terms of this Agreement, each Record Holder of a Receipt is entitled, proportionately, to all the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred Stock represented by the Series A

Depositary Shares evidenced by such Receipt (including the conversion, dividend, voting, and liquidation rights contained in the Certificate of Incorporation) and the same proportionate interest in any and all other property received by the

Depositary in respect of such Series A Mandatory Convertible Preferred Stock and held under this Agreement.

Section 2.03.

Book-Entry System; Form and Transfer of Receipts. The Corporation and the Depositary shall make application to The Depository Trust Company (“DTC”) for acceptance of all of the Receipts for its book-entry

settlement system. The Corporation hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for

purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry settlement with

DTC, unless otherwise required by law, all Series A Depositary Shares with book-entry settlement through DTC shall be represented by a receipt or receipts (the “DTC Receipt”), which shall be deposited with DTC (or its designee)

evidencing all such Series A Depositary Shares and registered in the name of the nominee of DTC (initially Cede & Co.). The Depositary or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of

beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (a) DTC or its nominee for such DTC Receipt or (b) institutions that have accounts with DTC. The

DTC Receipt shall bear such legend or legends as may be required by DTC in order for it to accept the Series A Depositary Shares for its book-entry settlement system. The aggregate number of Series A Depositary Shares evidenced by Receipts that may

be executed and delivered under this Agreement is initially limited to 192,500,000, except for Receipts executed and delivered in respect of Series A Depositary Shares upon registration of transfer of, or in exchange for, or in lieu of other

Receipts pursuant to this Section 2.03, Section 2.06, Section 2.07, Section 2.09, Section 2.11 or Section 4.06.

The DTC Receipt shall be exchangeable for Physical Receipts only if (i) DTC notifies the Corporation that it is unwilling or unable to

continue as a clearing system in connection with the Receipts or (ii) DTC ceases to be a clearing agency registered under the Exchange Act and, in each case, a successor clearing system is not appointed by the Corporation within 90 days of the

Corporation receiving such notice or becoming aware that DTC is no longer so registered, as applicable. The Corporation shall provide written notice to the Depositary upon receipt of notice of the occurrence of any event described in clause

(i) or clause (ii) of the preceding sentence.

Until such written notice is received by the Depositary, the Depositary may presume conclusively for all purposes that the events described in clause (i) and clause (ii) of the first

sentence of this paragraph have not occurred. If the beneficial owners of interests in Series A Depositary Shares are entitled to exchange such interests for Physical Receipts as the result of an event described in clause (i) or clause

(ii) of the first sentence of this paragraph, then without unnecessary delay, the Depositary is hereby directed and shall provide written instructions to DTC to deliver the DTC Receipt to the Depositary for cancellation, and, without

unnecessary delay, the Corporation shall instruct the Depositary in writing to deliver to the beneficial owners of the Series A Depositary Shares previously evidenced by the DTC Receipt Physical Receipts evidencing such Series A Depositary Shares.

Physical Receipts issued in exchange for all or a part of the DTC Receipt pursuant to this Section 2.03 shall be registered in such

names and in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depositary. Upon execution and authentication, the Depositary shall deliver such Physical Receipts

to the Persons or entities in whose names such Physical Receipts are so registered.

At such time as all interests in a DTC Receipt have

been converted, canceled, surrendered or transferred, such DTC Receipt shall be, upon receipt thereof, canceled by the Depositary in accordance with standing procedures and existing instructions between DTC and DTC’s custodian. At any time

prior to such cancellation, if any interest in a DTC Receipt is exchanged for Physical Receipts, converted, canceled, surrendered or transferred to a transferee who receives Physical Receipts therefor or any Physical Receipt is exchanged or

transferred for part of such DTC Receipt, the number of Series A Depositary Shares evidenced by such DTC Receipt shall, in accordance with the standing procedures and instructions existing between DTC and DTC’s custodian, be appropriately

reduced or increased, as the case may be, and an endorsement shall be made on such DTC Receipt, by the Depositary or DTC’s custodian, at the direction of the Depositary, to reflect such reduction or increase.

Beneficial owners of Series A Depositary Shares through DTC shall not receive or be entitled to receive Physical Receipts or be entitled to

have Series A Depositary Shares registered in their name, except as described in the third immediately preceding paragraph, in which case the provisions set forth in such paragraph and the second immediately succeeding paragraph regarding the

issuance of Physical Receipts shall apply.

Receipts shall be in denominations of any number of whole Series A Depositary Shares. The

Corporation shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Agreement.

The DTC Receipt and Physical Receipts, if any, shall be substantially in the form set forth in Exhibit A annexed to this Agreement and

incorporated herein by reference, with appropriate insertions, modifications and omissions, as hereinafter provided (but which do not affect the rights, duties, obligations or immunities of the Depositary as set forth in this Agreement without the

Depositary’s consent) and shall be engraved or otherwise prepared so as to comply with the applicable rules of The Nasdaq Global Select Market (“Nasdaq”) or any other securities exchange on which the Series A Depositary

Shares are then listed, if applicable. In the event the DTC Receipt becomes exchangeable for Physical Receipts as provided in this Section 2.03, the Depositary, pending preparation of Physical Receipts and upon the written order of the

Corporation, delivered in compliance with Section 2.04, shall execute and deliver temporary Receipts, which may be printed, lithographed or otherwise substantially of the tenor of the Physical Receipts in lieu of which they are issued and with

such appropriate insertions, omissions, substitutions and other variations as the Persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary

will cause Physical Receipts to be prepared without unreasonable delay. After the preparation of Physical Receipts, the temporary Receipts shall be exchangeable by the Record Holder for Physical Receipts upon surrender of the temporary Receipts at

the Depositary’s Office or such other place or places as the Depositary shall determine pursuant to the second paragraph of Section 2.04, without charge to the Record Holder. Upon surrender for cancellation of any one or more temporary

Receipts, the Depositary is hereby authorized and instructed to, and shall, execute and deliver in exchange therefor Physical Receipts representing the same number of Series A Depositary Shares as represented by the surrendered temporary Receipt or

Receipts, provided that the Depositary has been provided with all necessary information that it may request in order to execute and deliver such Physical Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without

any charge therefor to the Record Holder or the Depositary. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as Physical Receipts.

Receipts shall be executed by the Depositary by the manual, electronic or facsimile

signature of a duly authorized officer thereof; provided that if a Registrar for the Receipts (other than the Depositary) shall have been appointed then such Receipts shall be countersigned by manual, electronic or facsimile signature of a

duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall

record on its books each Receipt so signed and delivered as hereinafter provided. Receipts bearing the manual, electronic or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the

Depositary shall bind the Depositary, notwithstanding that such signatory ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

Receipts may be endorsed with, or have incorporated in the text thereof, such legends or recitals or changes not inconsistent with the

provisions of this Agreement (but which do not affect the rights, duties, obligations or immunities of the Depositary), all as may be reasonably required by the Depositary and approved by the Corporation or which the Corporation has determined are

required to comply with any applicable law or any regulation thereunder or with the rules and regulations of Nasdaq or any other securities exchange upon which the Series A Mandatory Convertible Preferred Stock, the Series A Depositary Shares or the

Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

Title to Series A Depositary Shares evidenced by a Receipt that is properly endorsed, or

accompanied by a properly executed instrument of transfer accompanied by a guarantee of the signature thereon by a guarantor institution that is a participant in a signature guarantee program approved by the Securities Transfer Association at a

guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) or endorsement, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that

until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.06, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the

absolute owner thereof (x) for the purpose of determining the Person (i) entitled to distributions of dividends or other distributions of securities, cash or other property or payments with respect to the Series A Mandatory Convertible

Preferred Stock, (ii) entitled to exercise any voting or conversion rights with respect to the Series A Mandatory Convertible Preferred Stock and (iii) entitled to receive any notice provided for in this Agreement and (y) for all

other purposes.

Section 2.04. Deposit of Series A Mandatory Convertible Preferred Stock; Execution and Delivery of

Receipts. Subject to the terms and conditions of this Agreement, the Corporation may from time to time deposit shares of Series A Mandatory Convertible Preferred Stock under this Agreement by delivery to the Depositary of a

certificate or certificates for such shares of Series A Mandatory Convertible Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form

satisfactory to the Depositary, together with:

(a) all such certifications as may be required by the Depositary in accordance with the

provisions of this Agreement, including the resolutions of the Board of Directors, as certified by the Secretary or any Assistant Secretary of the Corporation on the date thereof as being complete, accurate and in effect, relating to the issuance

and sale of the Series A Mandatory Convertible Preferred Stock;

(b) a letter of counsel to the Corporation, or a provision in such

counsel’s opinions, authorizing reliance by the Depositary on such counsel’s opinions delivered to the Underwriters pursuant to the terms of the Underwriting Agreement as to (i) the existence and good standing of the Corporation,

(ii) the due authorization of the Series A Depositary Shares and the status of the Series A Depositary Shares as validly issued, fully paid and non-assessable and (iii) the effectiveness of any

registration statement under the Securities Act relating to the offering and sale of the Series A Mandatory Convertible Preferred Stock and the offering and sale of the Series A Depositary Shares; and

(c) a written order of the Corporation, directing the Depositary to execute and deliver to the Person or Persons stated in such order a Receipt

or Receipts for the number of Series A Depositary Shares representing such deposited Series A Mandatory Convertible Preferred Stock.

Deposited Series A Mandatory Convertible Preferred Stock shall be held by the Depositary at the Depositary’s Office or at such other

place or places as the Depositary shall determine.

Upon receipt by the Depositary of a certificate or certificates for Series A Mandatory

Convertible Preferred Stock deposited in accordance with the provisions of this Section 2.04, together with the other documents required as above specified, and upon recordation of the Series A Mandatory Convertible Preferred Stock on the books

of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Agreement, shall execute and deliver to, or upon the order of, the Person or Persons

named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.04, a Receipt or Receipts evidencing in the aggregate the number of Series A Depositary Shares representing the Series A Mandatory

Convertible Preferred Stock so deposited and registered in such name or names as may be requested by such Person or Persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or, at the request of

such Person or Persons, such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the Person or Persons requesting such delivery.

Section 2.05. No Redemption of Series A Mandatory Convertible Preferred Stock. The Series A Mandatory Convertible

Preferred Stock shall not be subject to redemption by the Corporation.

Section 2.06. Registration of Transfer of

Receipts. Subject to the express terms and conditions of this Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by a Record Holder in person or by its duly

authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer, including a Signature Guarantee and any other reasonable evidence of authority that may be required by the Transfer Agent, together with (if

applicable) evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall, without unreasonable delay, execute a new Receipt or Receipts evidencing the same aggregate number of Series A Depositary Shares

as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto.

Section 2.07. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of

Series A Mandatory Convertible Preferred Stock. Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up, adjustment or combination of such Receipt or Receipts, and the receipt by the Depositary of all other necessary information and documents, and subject to the terms and conditions of this Agreement, the

Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Series A Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new

Receipt or Receipts to or upon the order of the Record Holder of the Receipt or Receipts so surrendered.

Any Record Holder of a Receipt

or Receipts may withdraw the number of whole shares of Series A Mandatory Convertible Preferred Stock and all money and/or other property represented thereby by (x) in the case of Physical Receipt(s), surrendering such Receipt(s), or Series A

Depositary Shares represented by the Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals and (y) in the case of a DTC Receipt, by complying with the appropriate DTC procedures

for such withdrawal. Thereafter, without unreasonable delay (provided that the Depositary has been provided with all necessary documentation), the Depositary shall deliver to such Record Holder, or to the Person or Persons designated by such Record

Holder as hereinafter provided, the number of whole shares of Series A Mandatory Convertible Preferred Stock and all money and/or other property represented by such Receipt(s), or Series A Depositary Shares represented by such Receipt(s),

representing the Series A Mandatory Convertible Preferred Stock subject to withdrawal, but Record Holders of such whole shares of Series A Mandatory Convertible Preferred Stock shall not thereafter be entitled to deposit such Series A Mandatory

Convertible Preferred Stock hereunder or to receive a Receipt evidencing Series A Depositary Shares therefor. If a Physical Receipt delivered by the Record Holder to the Depositary in connection with such withdrawal shall evidence a number of Series

A Depositary Shares in excess of the number of Series A Depositary Shares representing the number of whole shares of Series A Mandatory Convertible Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of

whole shares of Series A Mandatory Convertible Preferred Stock and such money and/or other property to be so withdrawn, deliver to such Record Holder, or subject to Section 2.06 upon its order, a new Physical Receipt evidencing such excess

number of Series A Depositary Shares; provided, however, that such Physical Receipt shall only represent a whole number of Series A Depositary Shares and the Depositary shall not issue any Physical Receipt evidencing a fractional

Series A Depositary Share.

Delivery of the Series A Mandatory Convertible Preferred Stock and money and/or other

property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper

instruments of transfer including, but not limited to, a Signature Guarantee.

If the Series A Mandatory Convertible Preferred Stock and

the money and/or other property being withdrawn are to be delivered to a Person or Persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series A Mandatory Convertible Preferred Stock, such

Record Holder shall execute and deliver to the Depositary a written order so directing the Depositary, and the Depositary may require that the Physical Receipt(s) surrendered by such Record Holder for withdrawal of such shares of Series A Mandatory

Convertible Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.

Delivery

of the Series A Mandatory Convertible Preferred Stock and the money and/or other property represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office or at the office or offices of the

Depositary designated for such purpose from time to time in writing to the Corporation and all Record Holders, except that, at the request, risk and expense of the Record Holder surrendering such Receipt or Receipts and for the account of the Record

Holder thereof, such delivery may be made at such other place as may be designated by such Record Holder.

A Record Holder who withdraws shares of Series A Mandatory Convertible Preferred Stock and

any such money and/or other property shall not be required to pay any taxes or duties relating to the issuance or delivery of such shares of Series A Mandatory Convertible Preferred Stock and any such money and/or other property, except that such

Record Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of such shares of Series A Mandatory Convertible Preferred Stock and any such money and/or other property in a

name other than the name of such Record Holder.

Section 2.08. Limitations on Execution and Delivery, Transfer, Surrender and

Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, adjustment, combination, surrender or exchange of any Receipt, any of the

Depositary, any Depositary’s Agent and the Corporation may require (a) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of

any charges, taxes or expenses payable by the Record Holder of a Receipt pursuant to Sections 3.02 and 5.07 (including any such tax or charge with respect to the shares of Series A Mandatory Convertible Preferred Stock being deposited or withdrawn),

(b) the production of evidence satisfactory to it as to the identity and genuineness of any signature, including a Signature Guarantee, or any other reasonable evidence of authority that may be required by the Depositary, or (c) compliance with

such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Agreement and applicable law.

The deposit of the Series A Mandatory Convertible Preferred Stock may be refused, the delivery of Receipts against Series A Mandatory

Convertible Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of

stockholders of the Corporation is closed or (ii) if any such action is deemed reasonably necessary or advisable by any of the Depositary, any of the Depositary’s Agents and the Corporation at any time or from time to time because of any

requirement of law or of any government or governmental body or commission or under any provision of this Agreement.

Section 2.09. Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, and absent notice to

the Depositary that such Receipt has been acquired by a bona fide purchaser, the Depositary shall execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in

lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (a) the filing by the Record Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the

authenticity thereof and of his or her ownership thereof; (b) the Record Holder thereof furnishing the Depositary with indemnification reasonably satisfactory to the Depositary and the provision of an open penalty surety bond reasonably

satisfactory to the Depositary and holding it and the Corporation harmless; and (c) the payment of any reasonable expense (including reasonable fees, charges and expenses of the Depositary) in connection with such execution and delivery.

Section 2.10. Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any

Depositary’s Agent, including Receipts surrendered in connection with any conversion of the Series A Mandatory Convertible Preferred Stock into Class A Common Stock in accordance with the Certificate of Incorporation, shall be cancelled

by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.

Section 2.11. Conversion at the Option of Holders. Subject to the terms

and conditions of this Agreement, the Record Holder of any Receipt may, at any time that Series A Mandatory Convertible Preferred Stock may be converted pursuant to Section 8 or 9 of the Certificate of Designations, by (x) in the case of a

Physical Receipt, surrendering such Physical Receipt at the Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose together with a notice of conversion properly completed and duly executed

and a proper assignment of such Receipt to the Corporation or the Transfer Agent or in blank to the Depositary or any of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that

time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the “Conversion Number”) of whole shares of Series A Mandatory Convertible Preferred Stock represented by the Series A

Depositary Shares evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Class A Common Stock issuable upon conversion (including in respect of any Early

Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) to be registered and specifying payment instructions.

Series A Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Series A Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number

unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or

whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion that Class A Common Stock issuable upon conversion of the Series A Depositary Shares shall be issued to a Person other

than the Record Holder surrendering the Receipt for the Series A Depositary Shares being converted, then the Record Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the Class A Common Stock or other

securities so issued that are not payable by the Corporation pursuant to the Certificate of Incorporation or Section 3.02. In addition, the Record Holder shall provide any other transfer forms, tax forms or other relevant documentation required

and specified by the Transfer Agent for the Series A Mandatory Convertible Preferred Stock, if necessary, to effect the conversion.

Upon

fulfillment of the requirements in the foregoing paragraph, the Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent of (i) the Conversion Number (as

specified in writing by the Corporation), (ii) the number of shares of Class A Common Stock to be delivered upon conversion of such Conversion Number of shares of Series A Mandatory Convertible Preferred Stock (including in respect of any

Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation),

(iii) the amount of immediately available funds (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in payment of any fractional shares of Class A Common Stock otherwise issuable upon

conversion of such Conversion Number of shares of Series A

Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of

any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Series A Mandatory Convertible Preferred Stock pursuant to the

Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) surrender to the Transfer Agent or any other

authorized agent of the Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Corporation), certificates for the Series A Mandatory Convertible Preferred Stock represented by Series A

Depositary Shares as evidenced by such Receipt, together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the

Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to

investigate or inquire as to whether the Corporation provided it with the correct number of shares of Class A Common Stock to be delivered upon any conversion of the Series A Mandatory Convertible Preferred Stock (including in respect of any

Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Class A Common Stock

otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Series A Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend

Amount), and the Depositary may rely conclusively on any such information provided by the Corporation.

As promptly as practicable after

the Transfer Agent or other authorized agent of the Corporation has received such certificates from the Depositary, (a) the Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number

of shares of Class A Common Stock to be delivered upon conversion of the Conversion Number of shares of Series A Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental

Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental

Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Series A Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and

(iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Class A Common Stock, as specified in a written notice from the Corporation and (b) the Depositary is hereby

authorized and instructed to, and shall, deliver at the Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Class A Common Stock (including in respect of any Early Conversion Additional

Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Series A Mandatory Convertible Preferred Stock represented by

Series A Depositary Shares as evidenced by such Receipt has been converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Series A Mandatory Convertible Preferred Stock in respect of any Fundamental Change

Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Series A Mandatory Convertible

Preferred Stock in lieu of delivering fractional shares of Class A Common Stock, in each case, as specified in writing by the Corporation and that has been provided by the Corporation.

In the event that a Record Holder of a surrendered Receipt elects to convert fewer than all

Series A Depositary Shares evidenced by such Receipt under this Section 2.11, upon such conversion, the Depositary shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver

to such Record Holder thereof, at the expense of the Corporation, a new Receipt evidencing the Series A Depositary Shares as to which such conversion was not effected.

Delivery of Class A Common Stock following a conversion pursuant to this Section 2.11 may be made by the delivery of such

certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made

otherwise than at the Depositary’s Office or at the office or offices of the Depositary designated for such purpose from time to time in writing to the Corporation and all Record Holders, such delivery shall be made, as hereinafter provided,

without unreasonable delay, at the risk of any Record Holder surrendering Receipts, and for the account of such Record Holder, to such place designated in writing by such Record Holder and agreed by the Depositary.

For purposes of this Section 2.11 and Section 4.02, if the Class A Common Stock has been replaced by Exchange Property as a

result of any transaction as described in Section 13(e) of the Certificate of Designations, references to Class A Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Class A Common

Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of the Certificate of Designations.

Section 2.12. No Pre-Release. The Depositary shall not deliver any deposited Series

A Mandatory Convertible Preferred Stock represented by Series A Depositary Shares evidenced by Receipts prior to the receipt and cancellation of such Receipts or other similar method used with respect to Receipts held by DTC. The Depositary shall

not issue any Receipts prior to the receipt by the Depositary of the Series A Mandatory Convertible Preferred Stock corresponding to Series A Depositary Shares evidenced by such Receipts. At no time will any Receipts be outstanding if such Receipts

do not evidence Series A Depositary Shares representing Series A Mandatory Convertible Preferred Stock deposited with the Depositary, subject to the rights of holders to receive distributions upon conversion of the deposited Series A Mandatory

Convertible Preferred Stock pursuant to Section 4.01 or Section 4.02.

Section 2.13. Receipt of Funds. All funds received by Computershare under

this Agreement that are to be distributed or applied by Computershare in the performance of its services hereunder (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank

accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) funds backed by obligations of, or guaranteed

by, the United States of America, (ii) debt or commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation

(“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) Government and Treasury backed AAA-rated Fixed NAV money market funds that

comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (iv) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital

exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare

shall not bear responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial

institution or other third party. For the avoidance of doubt, this Section 2.13 shall not apply to any obligations and liabilities of the Corporation under this Agreement to Record Holders of Receipts. Computershare may from time to time

receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder or any other party.

ARTICLE 3

CERTAIN

OBLIGATIONS OF RECORD HOLDERS OF RECEIPTS AND OF THE CORPORATION

Section 3.01. Filing Proofs; Certificates and Other Information. Any Record Holder of a Receipt may be required from

time to time to file proof of residence, or other matters or other information, to execute certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or

the Corporation may withhold the delivery, or delay the registration of transfer or exchange, of any Receipt or the withdrawal of the Series A Mandatory Convertible Preferred Stock represented by the Series A Depositary Shares and evidenced by a

Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

Section 3.02. Payment of Taxes or Other Governmental Charges. Record Holders of Receipts shall be obligated to

make payments to the Depositary of certain fees, charges and expenses, as provided in Section 5.07. Registration of transfer of any Receipt or any withdrawal of Series A Mandatory Convertible Preferred Stock and all money and/or other property

represented by the Series A Depositary Shares evidenced by such Receipt may be refused until any such payment due is made or satisfactory evidence is provided by such Record Holder to the Depositary that such fees, charges and expenses have been

paid, and any dividends, interest payments or other distributions may be withheld or any part of or all the Series A Mandatory Convertible Preferred Stock represented by the Series A Depositary Shares evidenced by such Receipt and not theretofore

sold may be sold for the account of the Record Holder thereof (after attempting by reasonable means to notify such Record Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may

be applied to any payment of such charges or expenses, the Record Holder of such Receipt remaining liable for any deficiency.

Section 3.03. Warranty as to Series A Mandatory Convertible Preferred

Stock. The Corporation hereby represents and warrants that the Series A Mandatory Convertible Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall

survive the deposit of the Series A Mandatory Convertible Preferred Stock and the issuance of the related Receipts.

Section 3.04.

Warranty as to Receipts. The Corporation hereby represents and warrants that the Receipts, when issued in accordance with this Agreement, will represent legal and valid interests in the Series A Mandatory Convertible Preferred Stock. Such

representation and warranty shall survive the deposit of the Series A Mandatory Convertible Preferred Stock and the issuance of the Receipts.

Section 3.05. Listing. The Corporation hereby covenants and agrees that it will apply to list the Series A Depositary Shares on

Nasdaq. If the Series A Depositary Shares are listed on Nasdaq, the Corporation covenants and agrees to use its reasonable best efforts to keep the Series A Depositary Shares listed on Nasdaq (or any of its successors).

ARTICLE 4

THE

DEPOSITED SECURITIES; NOTICES

Section 4.01. Cash Distributions.

Whenever Computershare shall receive any cash dividend or other cash distribution on the Series A Mandatory Convertible Preferred Stock, Computershare shall, subject to Sections 3.01 and 3.02 and, if received, in accordance with written

instructions from the Corporation, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective number

of Series A Depositary Shares evidenced by the Receipts held by such Record Holders; provided, however, that in case the Corporation or Computershare shall be required to withhold, and shall withhold, from any cash dividend or other cash

distribution in respect of the Series A Mandatory Convertible Preferred Stock an amount on account of taxes, the amount of cash made available for distribution or distributed in respect of Series A Depositary Shares shall be reduced accordingly,

and, to the extent such withheld cash is remitted to the appropriate governmental authority in accordance with applicable law, such withheld cash shall be treated for all purposes of this Agreement as having been paid to the Record Holder of

Receipts in respect of which the Corporation or Computershare, as the case may be, made such withholding. In the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record Holder on the aggregate number

of Series A Depositary Shares held by such Record Holder results in an amount that is a fraction of a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such Record Holder shall be

rounded up to the next highest whole cent; otherwise, such fractional amount shall be disregarded by Computershare; provided, however, that the Corporation shall pay the additional amount to Computershare for distribution.

Each Record Holder of a Receipt shall provide the Depositary with its certified tax

identification number on a properly completed Form W-8 or W-9, as may be applicable. Each Record Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding or backup withholding by Computershare of a portion of any of the distributions to be made

hereunder.

Section 4.02. Distributions Other than Cash, Rights, Options or Privileges. Whenever the Depositary

shall receive any distribution other than cash, rights, options or privileges upon the Series A Mandatory Convertible Preferred Stock, the Depositary shall, at the written direction and instruction of the Corporation, subject to Sections 3.01 and

3.02, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Series A

Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that the Corporation may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through

DTC in the case of DTC Receipts; provided that, in case the Depositary shall be required to withhold from any distribution in respect of the Series A Mandatory Convertible Preferred Stock an amount on account of taxes, the amount of property

or securities made available for distribution or distributed in respect of Series A Depositary Shares shall be reduced as necessary to permit any withholding, and such withheld property may be disposed of by the Depositary in such manner as the

Corporation reasonably deems necessary and practicable to pay such taxes and, to the extent the relevant amounts are remitted to the appropriate governmental authority in accordance with applicable law, such amounts shall be treated for all purposes

of this Agreement as having been paid to the Record Holder of the Receipt in respect of which the Depositary made such withholding at the written direction and instruction of the Corporation. The provisions of the immediately preceding sentence

shall apply to any distribution by the Depositary of shares of Class A Common Stock deliverable to the Record Holders as a result of the conversion of the Series A Mandatory Convertible Preferred Stock into shares of Class A Common Stock

in accordance with the terms of the Certificate of Incorporation (including, without limitation, upon mandatory conversion of such Series A Mandatory Convertible Preferred Stock); provided that, in such case, the distribution of shares of

Class A Common Stock shall be made to Record Holders as of the close of business on the relevant Conversion Date. If, in the opinion of the Corporation, such distribution cannot be made proportionately among such Record Holders, or if for any

other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes or governmental charges) the Corporation deems such distribution not to be feasible, then the Corporation may adopt (and will

notify the Depositary of its adoption of) such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part

thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by Computershare to Record Holders of Receipts as

provided by Section 4.01 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary, and the Depositary shall not make any distribution of such securities or

property to the Record Holders of Receipts, unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property has been registered under the Securities Act or does not need to be so registered

in connection therewith.

In the event of a distribution of securities, whether upon mandatory conversion of the

Series A Mandatory Convertible Preferred Stock into Class A Common Stock or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been entitled to

receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depositary, or an agent of the

Depositary or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless (i) the distribution of

securities in question is the Corporation’s issuance of the shares of Class A Common Stock upon conversion of the Series A Mandatory Convertible Preferred Stock, in which case such Record Holder will be entitled to receive an amount in

cash (computed to the nearest cent) equal to the product of (x) that same fraction and (y) the Average VWAP per share of Class A Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading

Day immediately preceding the relevant Conversion Date; provided that if more than one share of the Series A Mandatory Convertible Preferred Stock is surrendered for, or subject to, conversion at one time by or for the same Record Holder, the

number of shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series A Mandatory Convertible Preferred Stock so surrendered for, or subject to, conversion or

(ii) the distribution of securities in question is the Corporation’s issuance of shares of Class A Common Stock in payment or partial payment of a dividend on the Series A Mandatory Convertible Preferred Stock, in which case such

Record Holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of (x) that same fraction and (y) the Average VWAP per share of Class A Common Stock over the five consecutive Trading Day

period ending on, and including, the second Trading Day immediately preceding the applicable Dividend Payment Date. The sale described in the immediately preceding sentence shall occur as soon as practicable following the distribution date for such

securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional

Share”), the Depositary shall immediately notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice,

the Board of Directors shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share,

multiplied by the Closing Sale Price of such securities on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors shall be

binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by Computershare, and Computershare shall add the Remaining Fractional Share

Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities.

The Person or Persons entitled to receive any shares of Class A Common Stock issuable

upon any conversion of the Series A Mandatory Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Class A Common Stock as of the close of business on the relevant Conversion Date.

Section 4.03. Subscription Rights, Options or Privileges. If the Corporation shall at any time offer or cause to be offered

to the Persons in whose names the Series A Mandatory Convertible Preferred Stock is recorded on the books of the Corporation any rights, options or privileges to subscribe for or to purchase any securities or any rights, options or privileges of any

other nature, the terms of such rights, options or privileges shall in each such instance be communicated promptly to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the Record Holders of

Receipts in such manner as the Corporation shall instruct either by the issue to such Record Holders of warrants representing such rights, options or privileges or by such other method approved by the Corporation; provided, however,

that (a) if at the time of issuance or offer of any such rights, options or privileges, the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, options or privileges

available to Record Holders of Receipts by the issue of warrants or otherwise or (b) if Record Holders of Receipts do not desire to exercise such rights, options or privileges and so instruct the Depositary, then the Depositary, at the written

direction and instruction of the Corporation, may, if applicable laws or the terms of such rights, options or privileges permit such transfer, sell such rights, options or privileges at public or private sale, at such place or places and upon such

terms as the Corporation may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by Computershare to the Record Holders of Receipts entitled thereto as provided by Section 4.01 in the case of

a distribution received in cash.

The Corporation shall notify the Depositary whether registration under the Securities Act of the

securities to which any rights, options or privileges relate is required in order for Record Holders of Receipts to be offered or sold the securities to which such rights, options or privileges relate, and the Corporation agrees with the Depositary

that it will file promptly a registration statement pursuant to the Securities Act with respect to such rights, options or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such

registration statement to become effective sufficiently in advance of the expiration of such rights, options or privileges to enable such Record Holders to exercise such rights, options or privileges in compliance with the Securities Act. In no

event shall the Depositary make available to the Record Holders of Receipts any right, option or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation

shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to the Record Holders are exempt from registration under the provisions of the Securities Act.

The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative

authorization, consent or permit is required in order for such rights, options or privileges to be made available to Record Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation shall use its reasonable best

efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, options or privileges to enable such Record Holders to exercise such rights, options or privileges.

Section 4.04. Notice of Dividends, etc.; Fixing Record Date for Record Holders of

Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, options or privileges shall at any time be offered, with respect to the Series A

Mandatory Convertible Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series A Mandatory Convertible Preferred Stock are entitled to vote or of which holders of the Series A Mandatory

Convertible Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by

the Corporation with respect to or otherwise in accordance with the terms of the Series A Mandatory Convertible Preferred Stock) for the determination of the Record Holders of Receipts who shall be entitled to receive such dividend, distribution,

rights, options or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

Section 4.05. Voting Rights. Subject to the provisions of the Certificate of Incorporation, upon receipt of notice of any

meeting at which the holders of the Series A Mandatory Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, send to the Record Holders of Receipts, determined on the record date as set forth in

Section 4.04, a notice prepared by the Corporation that shall contain (a) such information as is contained in such notice of meeting and (b) a statement that the Record Holders may, subject to any applicable restrictions, instruct the

Depositary as to the exercise of the voting rights pertaining to the amount of Series A Mandatory Convertible Preferred Stock represented by their respective Series A Depositary Shares (including an express indication that instructions may be given

to the Depositary to give a discretionary proxy to a Person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Each Record Holder of Receipts on the record date (which shall be the same

date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series A Mandatory Convertible Preferred Stock) may instruct the Depositary as to how to vote the amount of the Series A Mandatory

Convertible Preferred Stock represented by such Record Holder’s Receipts in accordance with these instructions. Upon the written request of the Record Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as

practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series A Mandatory Convertible Preferred Stock represented by the Series A Depositary Shares evidenced by

all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Mandatory Convertible

Preferred Stock or cause such Series A Mandatory Convertible Preferred Stock to be voted. In the absence of specific instructions from Record Holders of Receipts, the Depositary shall abstain from voting the Series A Mandatory Convertible Preferred

Stock to the extent it does not receive such specific instructions from the Record Holders of Receipts.

Section 4.06. Changes Affecting Deposited Securities and Reclassifications,

Recapitalizations, Etc. Upon any change in par or stated value, split-up, combination or any other reclassification of the Series A Mandatory Convertible Preferred Stock, subject to the provisions

of the Certificate of Incorporation, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Corporation shall instruct the Depositary in writing to, and the Depositary upon

receipt of such written instructions setting forth any of the following adjustments from the Corporation (which the Corporation shall provide), shall, (a) make such adjustments as are certified by the Corporation in the fraction of an interest

represented by one Series A Depositary Share in one share of Series A Mandatory Convertible Preferred Stock as may be necessary fully to reflect the effects of such change in par or stated value, split-up,

combination or other reclassification of the Series A Mandatory Convertible Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (b) treat any securities that shall be received by the Depositary in exchange

for or, subject to the final sentence of this Section 4.06, upon conversion of or in respect of the Series A Mandatory Convertible Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such

Series A Mandatory Convertible Preferred Stock. In any such case the Corporation may in its discretion direct the Depositary to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new

Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, Record Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Series A Mandatory Convertible Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the

Depositary with instructions to convert, exchange or surrender the Series A Mandatory Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into

which the Series A Mandatory Convertible Preferred Stock represented by such Receipts might have been converted or for which such Series A Mandatory Convertible Preferred Stock might have been exchanged or surrendered immediately prior to the

effective date of such transaction. Notwithstanding the foregoing, the Class A Common Stock issuable upon conversion of, or in lieu of cash dividends on, the Series A Mandatory Convertible Preferred Stock shall not constitute new deposited

securities hereunder and instead the provisions set forth in Section 4.02 shall apply.

Section 4.07. Delivery of

Reports. The Depositary shall, at the sole expense of the Corporation, furnish to Record Holders of Receipts any reports and communications received from the Corporation that are received by the Depositary, as the holder of the Series A

Mandatory Convertible Preferred Stock, and that the Corporation is required to furnish to the holders of the Series A Mandatory Convertible Preferred Stock.

Section 4.08. Lists of Receipt Record Holders. Reasonably promptly upon request from time to time by the Corporation, at

the sole expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Series A Depositary Shares of all registered Record Holders of Receipts.

Section 4.09. Corporation-owned Series A Depositary Shares

Disregarded. In determining whether the Record Holders of the requisite number of Series A Depositary Shares have concurred in any vote (including, without limitation, in respect of any direction, consent, request, amendment, alteration

or supplement) referred to in this Agreement, Series A Depositary Shares that are owned by the Corporation, by any Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control

with the Corporation or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination.

ARTICLE 5

THE

DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION

Section 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar; Depositary’s

Agents. Upon execution of this Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, transfer, surrender and exchange, split-up

and combination of Receipts and deposit and withdrawal of the Series A Mandatory Convertible Preferred Stock, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, transfer, surrender and exchange of Receipts and

deposit and withdrawal of the Series A Mandatory Convertible Preferred Stock, all in accordance with the provisions of this Agreement.

The Registrar shall keep books at the Depositary’s Office for the registration and transfer of Receipts. Upon direction by the

Corporation and with reasonable notice to the Registrar, the Registrar shall open its books for inspection by the Record Holders of Receipts as directed by the Corporation; provided that any Record Holder shall be granted such right by the

Corporation only after certifying that such inspection shall be for a proper purpose reasonably related to such Person’s interest as an owner of Series A Depositary Shares evidenced by the Receipts.

The Corporation may cause the Registrar to close such books, at any time or from time to time, when deemed expedient by it in connection with

the performance of its duties hereunder.

The Depositary may, with the approval of the Corporation, appoint a Registrar for registration

of the Receipts or the Series A Depositary Shares evidenced thereby. If the Receipts or the Series A Depositary Shares evidenced thereby or the Series A Mandatory Convertible Preferred Stock represented by such Series A Depositary Shares shall be

listed on one or more national securities exchanges, the Depositary shall appoint a registrar (acceptable to the Corporation) for registration of the Receipts or Series A Depositary Shares in accordance with any requirements of such exchange. Such

registrar (which may be the Registrar if so permitted by the requirements of any such exchange) may be removed and a substitute registrar may be appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts,

Series A Depositary Shares or Series A Mandatory Convertible Preferred Stock are listed on one or more other securities exchanges, the Registrar shall, at the expense and request of the Corporation, arrange such facilities for the delivery,

transfer, surrender and exchange of the Receipts, Series A Depositary Shares or Series A Mandatory Convertible Preferred Stock as may be required by law or applicable securities exchange regulation.

The Depositary may from time to time appoint one or more Depositary’s Agents to act in

any respect for the Depositary for the purposes of this Agreement and may from time to time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents; provided that the Depositary

shall notify the Corporation of any such appointment or variation or termination of such appointment.

Section 5.02. Prevention of

or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Transfer Agent. None of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall incur any

liability to the Corporation or to any Record Holder of a Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or by reason of any

provision, present or future, of the Certificate of Incorporation or by reason of any act of God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of

data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, civil unrest, war or other circumstance beyond the control of the relevant party, the Depositary, any such Depositary’s

Agent, any such Registrar or any such Transfer Agent shall be prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Agreement provide shall be done or performed.

Nor shall the Depositary, any Depositary’s Agent, any Registrar nor any Transfer Agent incur liability to the Corporation or to any Record Holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of

any act or thing which the terms of this Agreement shall provide shall or may be done or performed.

Section 5.03. Obligations of

the Depositary, the Depositary’s Agents, the Registrar and the Transfer Agent. None of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent assumes any obligation or shall be subject to

any liability under this Agreement to Record Holders of Receipts, the Corporation or any other Person or entity other than for its gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be

determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything contained herein to the contrary, the aggregate liability of the

Depositary, any Depositary’s Agent, any Transfer Agent or any Registrar during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided

under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not including reimbursable expenses, during the twelve

(12) months immediately preceding the event for which recovery is being sought. Notwithstanding anything to the contrary herein, none of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall be liable for any

incidental, indirect, special, punitive or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by breach of any provision of this Agreement even if apprised of the possibility of

such damages. For the avoidance of doubt, the limitations of liability set forth in this Section 5.03 shall not apply to any obligations and liabilities of the Corporation under this Agreement to Record Holders of Receipts.

The Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar hereunder may consult legal counsel satisfactory to it, and

the advice or opinion of such legal counsel shall be full and complete authorization and protection in respect of, and it shall not be liable and shall be indemnified by the Corporation for, any actions taken, suffered or omitted to be taken by such

party hereunder in accordance with the advice or opinion of such legal counsel.

None of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent

shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series A Mandatory Convertible Preferred Stock, the Series A Depositary Shares or the Receipts, which, in its reasonable opinion,

may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be reasonably required.

None of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall be liable for any action or any failure to

act by it in reliance upon the advice of legal counsel or accountants, or information from any Person presenting Series A Mandatory Convertible Preferred Stock for deposit, any Record Holder of a Receipt or any other Person believed by it in the

absence of bad faith to be competent to give such information. Each of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent may rely, and shall each be protected in acting or omitting to act, upon any written notice,

request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series A Mandatory

Convertible Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith or due to the willful misconduct or gross negligence of the

Depositary (which bad faith, willful misconduct or gross negligence must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Depositary

undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement

against the Depositary or any Registrar or Transfer Agent.

The Depositary, its parent, affiliates and Subsidiaries, any

Depositary’s Agent and any Registrar or Transfer Agent may own, buy, sell and deal in any class of securities of the Corporation and its affiliates and in Receipts or Series A Depositary Shares or have a pecuniary interest in any transaction

in which the Corporation or its affiliates may be interested or contract with or lend money to any such Person or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s parent, affiliate or Subsidiary, the

Depositary’s Agent, the Registrar or the Transfer Agent hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Corporation and its affiliates.

It is intended that none of the Depositary, its agents and any Registrar, acting as a Depositary’s Agent or Registrar, as the case may

be, shall be deemed to be an “issuer” of the securities under federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent and the Registrar are

acting only in a ministerial capacity as Depositary or Registrar for the Series A Mandatory Convertible Preferred Stock.

The Corporation agrees that it has previously registered or will register the offer and sale

of the Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares in accordance with all applicable securities laws.

None of the Depositary, its officers, directors, employees or agents and the Registrar makes any representation or has any responsibility

(i) as to the validity of (a) the registration statement pursuant to which the offer and sale of the Series A Depositary Shares and Series A Mandatory Convertible Preferred Stock are registered under the Securities Act, (b) the

Certificate of Incorporation, (c) the Series A Mandatory Convertible Preferred Stock, (d) the Series A Depositary Shares, (e) the Receipts (except for its counter-signatures thereon) or (f) any instruments referred to in any of

the foregoing or (ii) as to the correctness of any statement made in any of the foregoing.

The Depositary assumes no responsibility

for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Series A Mandatory

Convertible Preferred Stock at any time deposited with the Depositary hereunder or of the Series A Depositary Shares, as to the validity or sufficiency of this Agreement, as to the value of the Series A Depositary Shares or as to any right, title or

interest of the Record Holders of Receipts in and to the Series A Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Series A Depositary Shares or the Receipts or the proceeds thereof.

The Depositary shall not have any liability for interest on any monies at any time received by it pursuant to any of the provisions of

this Agreement or of the Receipts, the Series A Depositary Shares or the Series A Mandatory Convertible Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by applicable law. The

Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.

In the event the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent believes any ambiguity or uncertainty exists

hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent hereunder, or in the administration of any of the

provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written

notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Record Holders of Receipts or any other Person or entity for refraining from taking such action, unless

the Depositary receives written instructions or a certificate signed by the Corporation that eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or that

proves or establishes the applicable matter to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent.

The Depositary undertakes not to issue any Receipt other than to evidence the Series A

Depositary Shares that have been delivered to, and are then on deposit with, the Depositary. The Depositary also undertakes not to sell, except as provided herein, pledge or lend Series A Depositary Shares or shares of Series A Mandatory Convertible

Preferred Stock held by it as Depositary.

Whenever in the performance of its duties under this Agreement, the Depositary, any Transfer

Agent or any Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in

respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by the Corporation and delivered to the Depositary, such Transfer Agent or such Registrar; and such certificate

shall be full and complete authorization and protection to the Depositary, such Transfer Agent or such Registrar and the Depositary, such Transfer Agent or such Registrar shall incur no liability for or in respect of any action taken, suffered or

omitted by it under the provisions of this Agreement in reliance upon such certificate.

The Depositary may rely on and be fully

authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable

“signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have

been altered, changed, amended or repealed.

The Depositary, any Transfer Agent, or any Registrar may execute and exercise any of the

rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Depositary shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such

attorneys or agents or for any loss to the Corporation, to the holders of the Receipts or any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith in the

selection and continued employment thereof (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent

jurisdiction).

The obligations of the Corporation and the rights and benefits of the Depositary set forth in this Section 5.03 shall

survive the termination or expiration of this Agreement and any replacement, removal, resignation or succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent.

Section 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any

time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect 60 days after receipt of written notice by the Corporation.

The Depositary may at any time be removed by the Corporation by notice of such removal

delivered to the Depositary, such removal to take effect upon the earlier of (x) 60 days after receipt of written notice by the Depositary and (y) the appointment of a successor Depositary hereunder and its acceptance of such appointment as

hereinafter provided.

In the event the transfer agency relationship in effect between the Corporation and the Depositary terminates, the

Depositary shall be deemed to have resigned automatically under this Section 5.04.

In case at any time the Depositary acting

hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company that (a) is not

an affiliate of the Corporation, (b) has its principal office in the United States of America and (c) has a combined capital and surplus, along with its affiliates, of at least $50,000,000. If no successor Depositary shall have been so

appointed and have accepted appointment within 60 days after delivery of such notice or removal, the resigning or removed Depositary may, at the Corporation’s expense, petition any court of competent jurisdiction for the appointment of a

successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or

deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written

request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series A

Mandatory Convertible Preferred Stock and any moneys, securities or other property held hereunder to such successor, and shall deliver to such successor Depositary a list of the Record Holders of all outstanding Receipts and such records, books and

other information in its possession relating thereto; provided that, such predecessor Depositary shall not be required to make any additional expenditure (without prompt reimbursement by the Corporation) or assume any additional liability in

connection with the foregoing. Any successor Depositary shall promptly send notice of its appointment to the Record Holders of Receipts.

Any entity into or with which the Depositary may be merged, consolidated or converted, or any successor Person to which all or a substantial

part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice

thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.

The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically

enumerated herein.

Section 5.05. Corporate Notices and Reports. The Corporation agrees that it shall deliver to the

Depositary, and the Depositary shall, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including, without

limitation, financial statements) required by law, by the rules of Nasdaq or any other national securities exchange upon which the Series A Mandatory Convertible Preferred Stock, the Series A Depositary Shares or the Receipts are listed or by the

Certificate of Incorporation, to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the

Depositary may reasonably request. In addition, the Depositary shall transmit to the Record Holders of Receipts at the Corporation’s expense, including applicable fees, such other documents as may be requested by the Corporation.

Section 5.06. Indemnification by the Corporation. Subject to

Section 5.03, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar and any Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless

from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts

by the Depositary, any Registrar, any Transfer Agent or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful

misconduct or bad faith on the respective parts of any such Person or Persons (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or

ruling of a court of competent jurisdiction).

From time to time, the Corporation may provide the Depositary with instructions concerning

the services performed by the Depositary hereunder. In addition, at any time the Depositary may apply to any officer of the Corporation for instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any

matter arising in connection with the services to be performed by the Depositary under this Agreement. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and their respective agents and subcontractors, as applicable,

shall not be liable and shall be indemnified by the Corporation for any action taken, suffered or omitted by them in reliance upon any Corporation instructions or upon the advice or opinion of such counsel. The Depositary shall not be held to have

notice of any change of authority of any person, until receipt of written notice thereof from the Corporation. The obligations of the Corporation set forth in this Section 5.06 shall survive the termination or expiration of this Agreement and

any replacement, removal, resignation or succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent.

Section 5.07. Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to

be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar for its reasonable and documented out-of-pocket expenses (including reasonable and documented counsel fees and expenses) incurred by the Depositary, such Depositary’s Agent, such Transfer Agent and such

Registrar without gross negligence, willful misconduct or bad faith on its part (or on part of any agent) (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable

order, judgment, decree or ruling of a court of competent jurisdiction) in connection with the preparation, delivery, amendment, execution and administration of this Agreement and incident to the performance of their (or any of their agent’s)

respective obligations hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series A Mandatory Convertible Preferred Stock and the initial issuance of the Series A Depositary Shares and any

change of the Series A Mandatory Convertible Preferred Stock in accordance with Section 4.06. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The

Record Holders shall not be required to pay any transfer and other taxes and governmental charges relating to the Series A Mandatory Convertible Preferred Stock, the Receipts or the Series A Depositary Shares; provided that a Record Holder

shall be required to pay any tax or duty that may be payable relating to any issuance or delivery of shares of Series A Mandatory Convertible Preferred Stock or Class A Common Stock or transfers or exchanges of Series A Depositary Shares or

Receipts, in each case, in a name other than the name of such Record Holder. If, at the request of a Record Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, then such Record

Holder shall be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, request that the Corporation direct a Record Holder of a Receipt to prepay the Depositary any charge or expense the

Depositary has been asked to incur at the request of such Record Holder of Receipts. The Depositary shall not be liable for any failure to act or delay in acting for such Person’s failure to prepay any such charge or expense. The Depositary

shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

Section 5.08. Tax Compliance. The Depositary, on its own behalf and on

behalf of the Corporation, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with

respect to (a) any payments made with respect to the Series A Depositary Shares and Series A Mandatory Convertible Preferred Stock or (b) the issuance, delivery, holding, transfer or exercise of rights under the Receipts or the Series A

Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

The Corporation will provide withholding and reporting instructions in writing to the Depositary from time to time as relevant, and upon reasonable request of the Depositary. The Depositary shall have no responsibilities with respect to tax

withholding, reporting or payment except as specifically instructed by the Corporation or as required by applicable law.

The Depositary

shall comply with any lawful direction received from the Corporation with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Agreement rely on any such

direction in accordance with the provisions of Section 5.03 hereof.

The Depositary shall maintain all appropriate records

documenting compliance with such requirements in accordance with its retention policies, and shall make such records available on request to the Corporation or to its authorized representatives during the term of this Agreement.

ARTICLE 6

AMENDMENT AND TERMINATION

Section 6.01. Amendment Without Consent of Record Holders. Without the consent of the Record Holders of Receipts, the

Receipts and any provisions of this Agreement may at any time and from time to time be amended, altered or supplemented by agreement between the Corporation and the Depositary for the following purposes:

(a) to cure any ambiguity, omission, inconsistency or mistake in this Agreement or the Receipts;

(b) to make any provision with respect to matters or questions relating to the Series A Depositary Shares that is not inconsistent with the

provisions of this Agreement and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any Record Holder of Receipts;

(c) to make any change reasonably necessary, in the Corporation’s reasonable determination, to reflect each Series A Depositary

Share’s representation of 1/20th of a share of the Series A Mandatory Convertible Preferred Stock;

(d) to make any change reasonably

necessary, in the Corporation’s reasonable determination, to comply with the procedures of the Depositary and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any Record Holder of Receipts;

(e) to make any other change that does not materially and adversely affect the rights, preferences, privileges or voting powers of any

Record Holder of Receipts (other than any Record Holder that consents to such change).

In addition, without the consent of the Record

Holders of Receipts, the Receipts and any provisions of this Agreement may at any time and from time to time be amended, altered, supplemented or repealed to conform such provisions to the description thereof in the prospectus for the Series A

Depositary Shares dated June 1, 2026, as supplemented and/or amended by the “Description of Series A Depositary Shares” and the “Description of Series A Mandatory Convertible Preferred Stock” sections of the preliminary

prospectus supplement dated June 1, 2026 for the Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares, as further supplemented and/or amended by the pricing term sheet dated June 2, 2026 related thereto. Every

Record Holder of an outstanding Receipt at the time any such action takes effect shall be deemed, by continuing to hold such Receipt, to consent and agree to such action and to be bound by this Agreement.

As a condition precedent to the Depositary’s execution of any amendment pursuant to this Section 6.01 or Section 6.02, the

Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with the terms of this Section 6.01 or of Section 6.02, as applicable. No

supplement or amendment to the form of Receipts or this Agreement shall be effective unless duly executed by the Depositary and the Corporation. Notwithstanding anything in this Agreement to the contrary, the Depositary may, but shall not be

obligated to, enter into any supplement or amendment that adversely affects the Depositary’s own rights, duties, immunities or obligations under this Agreement.

Section 6.02. Amendment With Consent of Record Holders. With the consent

of the Record Holders of at least a majority of the aggregate number of Receipts then outstanding (determined in accordance with Section 4.09), the Receipts and any provisions of this Agreement may at any time and from time to time be amended,

altered or supplemented by agreement between the Corporation and the Depositary; provided, however, that, without the consent of each Record Holder of an outstanding Receipt affected, no such amendment, alteration or supplement shall:

(a) reduce the number of Receipts the Record Holders of which must consent to an amendment, alteration or supplement of the Receipts or

this Agreement;

(b) reduce the amount payable or deliverable in respect of the Receipts or extend the stated time for such payment or

delivery;

Depositary Shares to surrender any Receipt evidencing such Series A Depositary Shares to the Depositary with instructions to deliver to the Record Holder the Series A Mandatory Convertible Preferred Stock and all money and/or other property

represented thereby;

(d) change the currency in which payments in respect of the Series A Depositary Shares or any Receipt evidencing such

Series A Depositary Shares is made;

(e) impair the right of any Record Holder of Receipts to receive payments or deliveries on such Record

Holder’s Receipts on or after the due dates therefor or to institute suit for the enforcement of any such payment or delivery;

(f)

make any change that materially and adversely affects the conversion rights of any Record Holder of Receipts; or

(g) make any change that

materially and adversely affects the voting rights of any Record Holder of Receipts.

Section 6.03. Termination. This

Agreement may be terminated by the Corporation or the Depositary only if (a) all outstanding Series A Depositary Shares issued hereunder have been cancelled, upon conversion of the Series A Mandatory Convertible Preferred Stock into

Class A Common Stock in accordance with the Certificate of Incorporation or otherwise, or (b) there shall have been made a final distribution in respect of the Series A Mandatory Convertible Preferred Stock in connection with any

liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Record Holders of Receipts representing Series A Depositary Shares pursuant to Section 4.01 or 4.02, as applicable.

Upon the termination of this Agreement, the Corporation shall be discharged from all

obligations under this Agreement except for its obligations to the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar under Sections 5.03, 5.06 and 5.07, provided, further, that Sections 5.02, 5.03, 5.06 and 5.07 shall

survive the termination or expiration of this Agreement.

ARTICLE 7

MISCELLANEOUS

Section 7.01. Counterparts. This Agreement may be executed in any number of counterparts, and by each of the parties hereto

on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Agreement transmitted

electronically shall have the same authority, effect, and enforceability as an original signature.

Section 7.02. Record Holders

of Receipts Are Parties; Exclusive Benefit of Parties. The Record Holders of Receipts from time to time shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts. This Agreement is

for the exclusive benefit of the parties hereto, and their respective assigns and successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other entity or Person whatsoever.

Section 7.03. Invalidity of Provisions. In case any one or more of the provisions contained in this Agreement or in the

Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby;

provided, however, that if any such provision adversely affects the rights, duties, liabilities or obligations of the Depositary, the Depositary shall be entitled to resign immediately.

Section 7.04. Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts shall be

in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission or electronic mail, confirmed by letter, addressed to the Corporation at:

Alphabet Inc.

1600 Amphitheatre

Parkway

Mountain View, CA 94043

Attention: Assistant Secretary

Email: [______________]

With

a copy to (which alone shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY

10006

Attention: Jeffrey D. Karpf, Shuangjun Wang

Email: jkarpf@cgsh.com; shwang@cgsh.com

or at any other addresses of which the Corporation shall have notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly

given if personally delivered or sent by mail, overnight courier service, or, if sent by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office at:

Computershare Inc.

Computershare

Trust Company, N.A.

150 Royall Street, 2nd Floor

Canton, MA 02021

Attention:

Client Services

or at any other address of which the Depositary shall have notified the Corporation in writing.

Subject to the immediately succeeding sentence, the Depositary shall give any and all notices directed to be given by the Corporation to any

Record Holder of a Receipt in writing, and such notices shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record

Holder as it appears on the books of the Depositary. Notwithstanding the foregoing, if Series A Depositary Shares are issued in book-entry form through DTC or any similar facility, such notices may be given to Record Holders in any manner permitted

by DTC or such facility, as the case may be.

Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be

effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. However, the Depositary or the Corporation may act

upon any facsimile transmission received by it from the other, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.

Section 7.05. Appointment of Registrar and Transfer Agent. Unless otherwise set forth on a certificate duly executed by an

authorized officer of the Corporation, the Corporation hereby appoints Computershare Trust Company, N.A. as Registrar and Transfer Agent in respect of the Series A Mandatory Convertible Preferred Stock deposited with the Depositary hereunder and

appoints Computershare Inc. as the disbursing agent, and Computershare Trust Company, N.A. and Computershare Inc. hereby accepts such appointments. With respect to the appointments of the Trust Company as Registrar and Transfer Agent and

Computershare as disbursing agent in respect of the Receipts, the Trust Company and Computershare, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary

hereunder as if explicitly named in each such provisions.

Section 7.06. Governing Law. This Agreement and the Receipts and all

rights hereunder and thereunder and provisions hereof and thereof, including without limitation any claim, controversy or dispute arising under or related to this Agreement or the Receipts, shall be governed by, and construed in accordance with, the

laws of the State of New York without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

Section 7.07. Inspection of Deposit Agreement and Certificate. Copies of this Agreement and the Certificate of

Incorporation shall be filed with the Depositary and any of the Depositary’s Agents and shall be open to inspection upon reasonable notice during business hours at the Depositary’s Office by any Record Holder of any Receipt.

Section 7.08. Headings. The headings of articles and sections in this Agreement and in the form of the Receipt set forth in

Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

Section 7.09. Further Assurances. Each of the Corporation and the Depositary, respectively, agrees that it will

perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further and other acts, documents, instruments and assurances as the Depositary or the Corporation, respectively, may reasonably require in connection

with the performance of this Agreement.

Section 7.10. Confidentiality. The Depositary and the Corporation agree that

all books, records, information and data pertaining to the business of the other party, including, inter alia, personal, non-public Record Holder information, and the fees for services to be performed

hereunder, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law or legal process.

Notwithstanding anything contained herein, each party may disclose relevant aspects of the other party’s confidential information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform

its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law.

Section 7.11. Entire

Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions,

express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and

any provision in a Receipt, as it may from time to time be amended, this Agreement shall prevail.

[Signatures on following

page]

IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as

of the day and year first above set forth.

ALPHABET INC.

By:

/s/ Juan Rajlin

Name: Juan Rajlin

Title: Treasurer

COMPUTERSHARE INC. and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Depositary

By:

/s/ Tyler Haynes

Name: Tyler Haynes

Title: Senior Vice President

[Deposit Agreement Signature Page]

EXHIBIT A

[FORM OF FACE OF RECEIPT]

THE

SERIES A DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

[UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION

(“DTC”), TO COMPUTERSHARE TRUST COMPANY, N.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

Insert for a DTC Receipt.

A-1

Number DR-___

[Initially]2 __________ Series A Depositary Shares

(CUSIP: 02079K 404)

DEPOSITARY RECEIPT FOR SERIES A DEPOSITARY SHARES,

EACH REPRESENTING ONE ONE-TWENTIETH OF ONE SHARE OF

6.25% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK, OF

ALPHABET INC.

Incorporated

under the laws of the State of Delaware

(See reverse for certain definitions.)

COMPUTERSHARE INC., a Delaware corporation, and its affiliate, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered

trust company, jointly as depositary (the “Depositary”), hereby certifies that ____________3 is the registered owner of [________ (________)]4 [the number shown on Schedule I hereto of]5 DEPOSITARY SHARES (“Series A Depositary Shares”), each Series A Depositary

Share representing a one one-twentieth interest in one share of the 6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share (the “Series A Mandatory Convertible Preferred

Stock”), of ALPHABET INC., a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of June 5, 2026 (the

“Deposit Agreement”), among the Corporation, the Depositary and the Record Holders from time to time of the Depositary Receipts. The rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred

Stock are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware. The aggregate number of Series A Depositary Shares evidenced by Receipts that may be executed and delivered under the Deposit Agreement

is initially limited to 192,500,000.

This Receipt and all rights hereunder and

provisions hereof, including without limitation any claim, controversy or dispute arising under or related to this Receipt, shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any

provision of law or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

In the case of any conflict between this Receipt and the Deposit Agreement, the provisions of the Deposit Agreement shall control and govern.

This Depositary Receipt is issuable to ____________6 as the registered owner of the

Series A Depositary Shares represented hereby. By accepting this Depositary Receipt, the Record Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.

Insert for a DTC Receipt.

Insert “CEDE & CO.” for a DTC Receipt.

Insert for Physical Receipt.

Insert for DTC Receipt.

Insert “CEDE & CO.” for a DTC Receipt.

A-2

This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any

benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual, electronic or facsimile signature of a duly authorized officer and, if a Registrar in respect of the Depositary Receipts (other than the

Depositary) shall have been appointed, by the manual, electronic or facsimile signature of a duly authorized officer of such Registrar.

[Signatures on following page]

A-3

IN WITNESS WHEREOF, the Depositary, Transfer Agent and Registrar have duly executed this

Depositary Receipt as of the day and year set below.

Dated: ______________

Computershare Inc. and

Computershare Trust Company, N.A.,

as Depositary

By:

Authorized Signatory

Countersigned and Registered:

Computershare Trust Company, N.A., as

Transfer Agent and

Registrar

By:

Authorized Signatory

A-4

[FORM OF REVERSE OF RECEIPT]

ALPHABET INC.

UPON

REQUEST, ALPHABET INC. (THE “CORPORATION”) WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND/OR A COPY OF THE CORPORATION’S AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION, AS AMENDED (INCLUDING THE CERTIFICATE OF DESIGNATIONS ESTABLISHING THE TERMS OF THE CORPORATION’S 6.25% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK). ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED

ON THE FACE OF THIS RECEIPT.

The Corporation will furnish without charge to each Record Holder of a Receipt who so requests the powers,

designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences or rights. Such request may

be made to the Corporation or to the Registrar.

KEEP THIS RECEIPT IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION

WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT RECEIPT.

A-5

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Receipt, shall be construed as though they were written out in

full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST =

Custodian

TEN ENT = as tenants by the entireties

JT TEN =

joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above

list.

A-6

Schedule I7

SCHEDULE OF EXCHANGES

Alphabet

Inc.

Series A Depositary Shares, Each Representing a 1/20th Interest in 6.25% Series A Mandatory Convertible Preferred Stock, par value

$0.001 per share

The number of Series A Depositary Shares initially represented by this DTC Receipt shall be

[ ]. Thereafter the Transfer Agent and Registrar shall note changes in the number of Series A Depositary Shares evidenced by this DTC Receipt in the table set forth below:

Date of Exchange

Amount of Decrease in

Number of Series A

Depositary Shares

Evidenced

by This DTC Receipt

Amount of Increase in

Number of Series A

Depositary Shares

Evidenced

by This DTC Receipt

Number of Series A

Depositary Shares

Represented by This

DTC

Receipt Following Decrease

or Increase

Signature of Authorized

Officer of Transfer Agent

and

Registrar

Attach Schedule I only to DTC Receipts.

A-7

[FORM OF ASSIGNMENT AND TRANSFER]

For value received, __________________ hereby sell(s), assign(s) and transfer(s) unto ____________________________________________ (Please

insert social security or other identifying number of assignee, together with such assignee’s name and address, including zip code) ___________ Series A Depositary Shares represented by the within receipt, and hereby irrevocably constitute(s)

and appoint(s) _________________ attorney to transfer the Series A Depositary Shares on the books of the within named Depositary, with full power of substitution in the premises.

Dated: ________________________

Signature(s)

Signature Guarantee

NOTICE:

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S)

GUARANTEED:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR

INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE

17Ad-15.

A-8

EX-4.4

Filename: d36818dex44.htm · Sequence: 5

EX-4.4

Exhibit 4.4

6.25% SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK OF

ALPHABET INC.

DEPOSIT

AGREEMENT

among

ALPHABET INC.,

COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A.,

acting jointly as Depositary

and

THE HOLDERS FROM

TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of June 5, 2026

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINED TERMS

Section 1.01. Definitions

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, DEPOSIT, REGISTRATION AND EXCHANGE

OF RECEIPTS

Section 2.01. Appointment of Depositary

Section 2.02. Rights, Preferences, Privileges and Voting Powers

Section 2.03. Book-Entry System; Form and Transfer of Receipts

Section 2.04. Deposit of Series B Mandatory Convertible Preferred Stock; Execution and

Delivery of Receipts

Section 2.05. No Redemption of Series B Mandatory Convertible Preferred

Stock

Section 2.06. Registration of Transfer of Receipts

Section 2.07. Split-ups and Combinations of

Receipts; Surrender of Receipts and Withdrawal of Series B Mandatory Convertible Preferred Stock

Section 2.08. Limitations on Execution and Delivery, Transfer, Surrender and Exchange

of Receipts

Section 2.09. Lost Receipts, etc

Section 2.10. Cancellation and Destruction of Surrendered Receipts

Section 2.11. Conversion at the Option of Holders

Section 2.12. No Pre-Release

Section 2.13. Receipt of Funds

ARTICLE 3

CERTAIN OBLIGATIONS OF RECORD HOLDERS OF RECEIPTS AND

OF THE CORPORATION

Section 3.01. Filing Proofs; Certificates and Other Information

Section 3.02. Payment of Taxes or Other Governmental Charges

Section 3.03. Warranty as to Series B Mandatory Convertible Preferred

Stock

Section 3.04. Warranty as to Receipts

Section 3.05. Listing

ARTICLE 4

THE DEPOSITED SECURITIES; NOTICES

Section 4.01. Cash Distributions

Section 4.02. Distributions Other than Cash, Rights, Options or Privileges

Section 4.03. Subscription Rights, Options or Privileges

Section 4.04. Notice of Dividends, etc.; Fixing Record Date for Record Holders of

Receipts

Section 4.05. Voting Rights

Section 4.06. Changes Affecting Deposited Securities and Reclassifications,

Recapitalizations, Etc

Section 4.07. Delivery of Reports

Section 4.08. Lists of Receipt Record Holders

Section 4.09. Corporation-owned Series B Depositary Shares Disregarded

ARTICLE 5

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR

AND THE CORPORATION

Section 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary;

Registrar; Depositary’s Agents

Section 5.02. Prevention of or Delay in Performance by the Depositary, the

Depositary’s Agents, the Registrar or the Transfer Agent

Section 5.03. Obligations of the Depositary, the Depositary’s Agents, the

Registrar and the Transfer Agent

Section 5.04. Resignation and Removal of the Depositary; Appointment of Successor

Depositary

Section 5.05. Corporate Notices and Reports

Section 5.06. Indemnification by the Corporation

Section 5.07. Fees, Charges and Expenses

Section 5.08. Tax Compliance

ARTICLE 6

AMENDMENT AND TERMINATION

Section 6.01. Amendment Without Consent of Record Holders

Section 6.02. Amendment With Consent of Record Holders

Section 6.03. Termination

ARTICLE 7

MISCELLANEOUS

Section 7.01. Counterparts

Section 7.02. Record Holders of Receipts Are Parties; Exclusive Benefit of

Parties

Section 7.03. Invalidity of Provisions

Section 7.04. Notices

Section 7.05. Appointment of Registrar and Transfer Agent

Section 7.06. Governing Law

Section 7.07. Inspection of Deposit Agreement and Certificate

Section 7.08. Headings

Section 7.09. Further Assurances

Section 7.10. Confidentiality

Section 7.11. Entire Agreement

EXHIBIT

Exhibit A Form of Receipt

A-1

THIS DEPOSIT AGREEMENT dated as of June 5, 2026 among (i) ALPHABET INC., a

“Trust Company” and, together with Computershare, jointly the “Depositary”) and (iii) the Record Holders from time to time of the Receipts described in this Agreement.

RECITALS

WHEREAS, the

parties desire to provide, as set forth in this Agreement, for the deposit of shares of the Corporation’s 6.25% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share, from time to time with the Depositary for the purposes

set forth in this Agreement and for the issuance hereunder of Receipts (as defined herein) evidencing Series B Depositary Shares (as defined herein) in respect of the Series B Mandatory Convertible Preferred Stock (as defined herein) so deposited;

and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions,

modifications and omissions, as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the premises, the parties

hereto agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01. Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the

respective terms (in the singular and plural forms of such terms) used in this Agreement:

“Accumulated Dividend

Amount” shall have the meaning set forth in the Certificate of Designations.

“Agreement” shall mean this

agreement as originally executed or, if amended or supplemented as provided herein, as so amended or supplemented.

“Average

VWAP” shall have the meaning set forth in the Certificate of Designations.

“Board of Directors” shall mean

the board of directors of the Corporation or a committee of such board duly authorized to act for it hereunder.

“Capital

“Certificate of Designations” shall mean the Certificate of Designations

establishing the Series B Mandatory Convertible Preferred Stock as a series of preferred stock of the Corporation.

“Certificate

“Class C Capital Stock” shall mean the Class C capital stock, par value $0.001 per share, of the