Common use of Purchase of Shares of Common Stock Clause in Contracts

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of shares of Common Stock equal to the Settlement Rate. The “Settlement Rate” is equal to: (1) if the Applicable Market Value (as defined below) equals or exceeds $ (the “Threshold Appreciation Price”), shares of Common Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ (the “Reference Price”), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $[•] (the “Threshold Appreciation Price”), [•] shares of Common Stock per Purchase ContractContract (the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $[•] (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and; (3iii) if the Applicable Market Value is less than or equal to the Reference Price, [•] shares of Common Stock per Purchase Contract, Contract (the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “"Settlement Rate” " is equal to: (1i) if If the Adjusted Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $_____ (the “"Threshold Appreciation Price”"), ______ shares of Common Stock per Purchase Contract; (2ii) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_____ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contact having a value, based on the Applicable Market Value, value equal to the Stated Amount; andAmount divided by the Adjusted Applicable Market Value; (3iii) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, ______ shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th __/________ of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”"PURCHASE PRICE"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with Section 5.07 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), shares _______ share of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “Reference Price”"REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, shares _______ share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event Cash Settlement has occurred in accordance with Section 5.4 hereof or an Early Settlement has occurred in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a parthereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”"PURCHASE PRICE"), a number of shares of Common Stock (subject to Section 5.11) equal to the Settlement RateRate unless, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $_______ (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), _______ shares of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “Reference Price”"REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, _______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a partoccurred, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount Date, for [$50] in cash (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the applicable Settlement Rate. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $____ (the “"Threshold Appreciation Price”"), ____ shares of Common Stock per Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)$____, the number of shares of Common Stock having a value, based on equal to [$50.00] divided by the Applicable Market Value, equal to the Stated Amount; and Value and (3c) if the Applicable Market Value is less than or equal to the Reference Price$____, ____ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th [1/10,000th] of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless underlying a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, Unit shall obligate the Holder of the related Security such Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date Date, at a price equal to the Stated Amount (the “Purchase Price”)Amount, a number of shares of Common Stock equal to the Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $________ (the “"Threshold Appreciation Price”"), shares _______________ of a share of Common Stock per Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than $ (the “Reference Price”)Stated Amount, the number of shares a fractional share of Common Stock having a value, based on the Applicable Market Value, per Purchase Contract equal to the Stated Amount; and Amount divided by the Applicable Market Value (3rounded upward or downward to the nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share) and (c) if the Applicable Market Value is less than or equal to the Reference PriceStated Amount, shares one share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share)5.6. As provided in Section 5.105.9, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a parthereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the Settlement RateRate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $61.20 (the “"Threshold Appreciation Price”"), 0.8170 shares of Common Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but greater than $ $51.00 (the “"Reference Price”), ") the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, 0.9804 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Final Settlement Date at a price equal to the Stated Amount (the “Purchase Price”)Amount, a number of shares of Common Stock equal to the Settlement Rate, unless, on or prior to the Final Settlement Date, there shall have occurred a Termination Event or an Early Settlement with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals or exceeds $ is greater than $__________ (the “"Threshold Appreciation Price”"), shares _____________ of a share of Common Stock per Purchase Contract; , (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ (the “Reference Price”), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3b) if the Applicable Market Value is less than or equal to the Reference PriceThreshold Appreciation Price but is greater than the Stated Amount, shares a fractional share of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value (rounded upward or downward to the nearest 1/10,000th of a share) and (c) if the Applicable Market Value is less than or equal to the Stated Amount, one share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share)506. As provided in Section 5.10510, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “"Settlement Rate” " is equal to: (1i) if the Adjusted Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $[______] (the “"Threshold Appreciation Price”"), [_____] shares of Common Stock per Purchase Contract; (2ii) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $[____] (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contact having a value, based on the Applicable Market Value, value equal to the Stated Amount; andAmount divided by the Adjusted Applicable Market Value; (3iii) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, [____] shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $32.6472 (the “Threshold Appreciation Price”), 1.5315 shares of Common Stock per Purchase ContractContract (the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $26.76 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and; (3iii) if the Applicable Market Value is less than or equal to the Reference Price, 1.8685 shares of Common Stock per Purchase Contract, Contract (the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”"PURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with either of Section 5.04(b)(2) or Section 5.07 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $30.5244 (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), 0.8190 shares of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than $ $25.02 (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, based on value equal to the Stated Amount divided by the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, 0.9992 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with Section 5.04 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “"Threshold Appreciation Price”"), shares _______ share of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, shares _______ share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with Section 5.04 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “"Threshold Appreciation Price”"), shares ________ share of Common Stock per Purchase Contract;; and (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, shares _______ share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Cash Settlement has occurred in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part5.02 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “"Threshold Appreciation Price”"), ________ shares of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $______ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, ________ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Share Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a partoccurred, obligate the Holder of the related Security to purchase, and the Company to sell, on the Share Purchase Contract Settlement Date at a price equal to the Stated Amount Date, for $[50] in cash (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the applicable Settlement Rate. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $[____] (the “"Threshold Appreciation Price”"), [____] shares of Common Stock per Share Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)$[___], the number of shares of Common Stock having a value, based on equal to $[50] divided by the Applicable Market Value, equal to the Stated Amount; and Value and (3c) if the Applicable Market Value is less than or equal to the Reference Price$[____], [_____] shares of Common Stock per Share Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Share Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock equal to the Settlement Rate. The “"Settlement Rate” " is equal to: (1) if the Applicable Market Value (as defined below) equals or exceeds $ $___________ (the “"Threshold Appreciation Price”"), __________ shares of Common Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $____________ (the “"Reference Price”"), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, shares of Common Stock -- per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a partoccurred, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the Settlement Rate. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds greater than $ __________ (the “"Threshold Appreciation Price”"), _________ shares of Common Stock per Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)______, the number of shares of Common Stock having a value, based on equal to $ ______ divided by the Applicable Market Value, equal to the Stated Amount; and Value and (3c) if the Applicable Market Value is less than or equal to the Reference Price$_____, ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th [1/10,000th] of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”"PURCHASE PRICE"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Adjusted Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $56.8750 (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), 0.8791 shares of Common Stock per Purchase Contract; (2ii) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $45.5000 (the “Reference Price”"REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contact having a value, based on value equal to the Stated Amount divided by the Adjusted Applicable Market Value, equal rounded upward or downward to the Stated Amount; andnearest 1/10,000th of a share; (3iii) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, 1.0989 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.;

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”"PURCHASE PRICE"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with Section 5.04 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), shares _______ share of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “Reference Price”"REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, shares _______ share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a parthereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount Date, for [$50] in cash (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the applicable Settlement Rate. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $____ (the “"Threshold Appreciation Price”"), ____ shares of Common Stock per Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)$____, the number of shares of Common Stock having a value, based on equal to [$50.00] divided by the Applicable Market Value, equal to the Stated Amount; and Value and (3c) if the Applicable Market Value is less than or equal to the Reference Price$____, ____ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th [1/10,000th] of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a parthereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the Settlement RateRate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $___________ (the “"Threshold Appreciation Price”"), _____ shares of Common Stock per Purchase Contract; (2b) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $__________ (the “"Reference Price”"), the number of shares of Common Stock having a value, based on equal to the Stated Amount divided by the Applicable Market Value, equal to the Stated Amount; and (3c) if the Applicable Market Value is less than or equal to the Reference Price$___________, ___________ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $47.83 (the “Threshold Appreciation Price”), the Settlement Rate will be 1.0453 shares of Common Stock per Purchase Contract(such Settlement Rate being referred to as the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $39.86 (the “Reference Price”), the Settlement Rate will be a number of shares of Common Stock having a value, based on per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value, equal which is not subject to the Stated Amountadjustment pursuant to Section 5.05(a)(vii); and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, the Settlement Rate will be 1.2544 shares of Common Stock per Purchase ContractStock, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.05 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $23.5950 (the “Threshold Appreciation Price”), 1.0595 shares of Common Stock per Purchase ContractContract (the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $19.5000 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and; (3iii) if the Applicable Market Value is less than or equal to the Reference Price, 1.2821 shares of Common Stock per Purchase Contract, Contract (the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement has occurred in accordance with Section 5.9 hereof 5.7, or a Merger Early Settlement has occurred in accordance with respect to the Security of which such Purchase Contract is a partSection 5.8, obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Stock Purchase Contract Settlement Date at a price equal to the Stated Amount $25 (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the Settlement RateRate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to:, (1i) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $11.58 (the “"Threshold Appreciation Price”"), 2.1597 shares of Common Stock per Purchase Contract;, (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)$9.81, the number of shares of Common Stock having a value, based on per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is equal to or less than or equal to the Reference Price$9.81, 2.5484 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.4 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “"Settlement Rate” " is equal to: (1) if : If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “"Threshold Appreciation Price”"), _______ shares of Common Stock per Purchase Contract; , subject to adjustment pursuant to Section 5.04 below (2) as adjusted, the "Minimum Settlement Rate"); if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, _______ shares of Common Stock per Purchase Contract, in each case subject to adjustment pursuant to Section 5.04 below (as provided in Section 5.6 (and adjusted, the "Maximum Settlement Rate"); in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $21.8160 (the “Threshold Appreciation Price”), 1.1459 shares of Common Stock per Purchase ContractContract (the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $18.00 (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and; (3iii) if the Applicable Market Value is less than or equal to the Reference Price, 1.3889 shares of Common Stock per Purchase Contract, Contract (the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Final Settlement Date at a price equal to the Stated Amount (the “Purchase Price”)Amount, a number of shares of Common Stock equal to the Settlement Rate, unless, on or prior to the Final Settlement Date, there shall have occurred a Termination Event or an Early Settlement with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals or exceeds $ is greater than $_____ (the “"Threshold Appreciation Price”"), shares _____ of a share of Common Stock per Purchase Contract; , (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ (the “Reference Price”), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3b) if the Applicable Market Value is less than or equal to the Reference PriceThreshold Appreciation Price but is greater than the Stated Amount, shares a fractional share of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value (rounded upward or downward to the nearest 1/10,000th of a share) and (c) if the Applicable Market Value is less than or equal to the Stated Amount, one share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share)506. As provided in Section 5.10510, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock equal to the Settlement Rate. The “"Settlement Rate” " is equal to: (1) if the Applicable Market Value (as defined below) equals or exceeds $ (the “"Threshold Appreciation Price”)") , ----------- ------------ shares of Common Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ (the “"Reference Price”"), ------------ the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, shares of Common Stock per Purchase Contract, -------- in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “"Settlement Rate” " is equal to: (1i) if If the Adjusted Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $____ (the “"Threshold Appreciation Price”"), ____ shares of Common Stock per Purchase Contract; (2ii) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $____ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contact having a value, based on the Applicable Market Value, value equal to the Stated Amount; andAmount divided by the Adjusted Applicable Market Value; (3iii) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, ____ shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”)Amount, a number of newly issued shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to such Purchase Contract shall have occurred. The “Settlement Rate” "SETTLEMENT RATE" is equal to: (1i) if the Adjusted Applicable Market Value (as defined below) equals or exceeds $ is greater than $[ ] (the “Threshold Appreciation Price”"THRESHOLD APPRECIATION PRICE"), [ ] shares of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ (the “Reference Price”), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Adjusted Applicable Market Value is less than or equal to the Threshold Appreciation Price but greater than or equal to $[ ] (the "REFERENCE PRICE"), the number of shares of Common Stock per Purchase Contract having a value equal to the Stated Amount divided by the Adjusted Applicable Market Value; (iii) if the Adjusted Applicable Market Value is less than the Reference Price, [ ] shares of Common Stock per Purchase Contract, ; in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock equal to the Settlement Rate. The “"Settlement Rate” " is equal to: (1) if the Applicable Market Value (as defined below) equals or exceeds $ $___________ (the “"Threshold Appreciation Price”"), ______________ shares of Common Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $____________ (the “"Reference Price”"), the number of shares of Common Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, ___________ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. (a) Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”), a number of newly issued shares of Common Stock (subject to Section 5.08) equal to the Settlement RateRate unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: (1i) if If the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $[ ] (the “Threshold Appreciation Price”), [ ] shares of Common Stock per Purchase ContractContract (the “Minimum Settlement Rate”); (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $[ ] (the “Reference Price”), the number of shares of Common Stock per Purchase Contract having a value, value (based on the Applicable Market Value, ) equal to the Stated Amount; and; (3iii) if the Applicable Market Value is less than or equal to the Reference Price, [ ] shares of Common Stock per Purchase Contract, Contract (the “Maximum Settlement Rate”); in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a part, shall obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “"Purchase Price”"), a number of shares of Common Stock (subject to Section 5.09) equal to the Settlement RateRate unless an Early Settlement has occurred in accordance with Section 5.07 hereof or, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The “"Settlement Rate” " is equal to: (1i) if the Applicable Market Value (as defined below) equals is greater than or exceeds $ equal to $______ (the “"Threshold Appreciation Price”"), shares _______ share of Common Stock per Purchase Contract; (2ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $ $_______ (the “"Reference Price”"), the number of shares of Common Stock per Purchase Contract having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3iii) if the Applicable Market Value is less than or equal to the Reference Price, shares _______ share of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.

Purchase of Shares of Common Stock. Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof has occurred with respect to the Security of which such Purchase Contract is a partoccurred, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount Date, for $__ in cash (the “"Purchase Price”"), a number of newly issued shares of Common Stock equal to the applicable Settlement Rate. The “"Settlement Rate” " is equal to: to (1a) if the Applicable Market Value (as defined below) equals is equal to or exceeds $ greater than $_______ (the “"Threshold Appreciation Price”"), ______ shares of Common Stock per Purchase Contract; , (2b) if the Applicable Market Value is less than the Threshold Appreciation Price Price, but is greater than $ (the “Reference Price”)$_____, the number of shares of Common Stock having a value, based on equal to $__ divided by the Applicable Market Value, equal to the Stated Amount; and Value and (3c) if the Applicable Market Value is less than or equal to the Reference Price$_____, ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th [1/10,000]th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts.