Represents up to 29,700,000 Depositary Shares (the “Depositary Shares”), each representing a 1/20th interest in a of Registrant’s 7.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, (the “Mandatory Convertible Preferred Stock”), including 2,700,000 Depositary Shares issuable upon exercise of the underwriters’ option to purchase additional Depositary Shares from the Registrant solely to cover over-allotments, if any. The fee payable in connection with the offering relating to this exhibit has been calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended, (the “Securities Act”) and paid in accordance with Rule 456(b) under the Securities Act.

Includes (i) 29,117,880 shares of the Registrant’s common stock, par value $0.001 per share, (the “Common Stock”) issuable upon conversion 29,700,000 shares of Mandatory Convertible Preferred Stock at the initial maximum conversion rate of 0.9804 shares of Common Stock per Depositary Share; and (ii) up to 18,862,584 shares of Common Stock issuable upon conversion of 29,700,000 shares of Mandatory Convertible Preferred Stock on account of unpaid dividends, based on the initial floor price of $17.85 per share of Common Stock, as described in the prospectus supplement relating to the registration statement to which this exhibit is attached. Under Rule 416, the number of shares of Common Stock whose offer and sale are registered hereby includes an indeterminate number of shares of Common Stock that may be issued in connection with stock splits, stock dividends, or similar transactions. Additionally, under Rule 457(i), there is no additional filing fee payable with respect to the shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration will received in connection with the exercise of the conversion privilege or upon mandatory conversion.