Common use of Repurchase at the Option of Holders Clause in Contracts

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.

Repurchase at the Option of Holders. If (a) At the request of the Holders holding at least a Change majority of Control Triggering the Option Shares (assuming complete exercise of the Option) (the "Majority Holders"), at any time commencing upon the first occurrence of a Repurchase Event occurs (as defined in SECTION 8(D)) that occurs prior to the Indenturetermination of this Option pursuant to SECTION 3(A) at hereof (other than any timetermination due to the complete exercise of the Option), Issuer or its successor shall repurchase from the Holders the Option and all Option Shares and all consideration received by the Holders in a transaction described in SECTION 7(B) (or any portion of the foregoing, provided that in such case, the Issuer Option or portion thereof and the Option Shares being purchased shall be required purchased from all Holders on a pro rata basis). The date on which the Holders exercise their rights under this SECTION 8 is referred to offer to purchase on as a "Request Date." Such repurchase shall be at an aggregate price (the Purchase Date all or any part ("Repurchase Consideration") equal to $1,000 or an integral multiple thereofthe sum of: (i) of this Note at a purchase price in cash in an amount equal the aggregate Purchase Price paid for any Option Shares acquired pursuant to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional AmountsOption that are subject to such repurchase; plus (ii) the excess, if any, to of the Applicable Price over the Purchase Date Price paid (or payable for any Option Shares with respect to which the Option has been exercised but not yet acquired) for any such Option Shares subject to such repurchase; plus (iii) the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interestexcess, if any, of (x) the Applicable Price (as defined below) for each Option Share over (y) the Purchase Price (subject to adjustment pursuant to SECTION 7), multiplied by the number of Option Shares then covered by the Option or portion thereof subject to repurchase; provided, that the amounts to be paid pursuant to clauses (ii) and (iii) above, in the aggregate for all repurchases, shall not exceed $663,000; provided, further, that in the event that the entire amount of $663,000 has been paid and there remains outstanding any portion of the Option or any Option Shares, such remaining portion or shares shall automatically be deemed to be canceled and forfeited and no further exercise or payment in respect thereof shall be permitted or valid. (b) If the Holders exercise their rights under this SECTION 8, Issuer shall, within ten business days after the Request Date, pay the Repurchase Consideration to the Holders in immediately available funds, and contemporaneously with such payment the Holders shall surrender to Issuer the Option or portion thereof and the certificates evidencing the Option Shares purchased thereunder with respect to which the Holders then have beneficial ownership and any and all consideration paid to the Holders pursuant to SECTION 7(B) in respect of such Option or Option Shares being repurchased, and each Holder shall warrant that it has sole record and beneficial ownership of the Option being repurchased from it and such shares and such consideration and that the same are then free and clear of all liens, claims, charges, and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of any regulatory authority is required in connection with the payment of all or any portion of the Repurchase Consideration, the Majority Holders on behalf of all Holders shall have the ongoing option to revoke their request for repurchase pursuant to SECTION 8, in whole or in part, or to require that Issuer deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If any regulatory authority disapproves of any part of Issuer's proposed repurchase pursuant to this SECTION 8, Issuer shall promptly give notice of such fact to the Holders. If any regulatory authority or other agency prohibits the repurchase in part but not in whole, then the Majority Holders shall have the right on behalf of all Holders (i) to revoke the repurchase request or (ii) to the extent permitted by such regulatory authority or other agency, determine whether the repurchase should apply to the Option and/or Option Shares and to what extent to each, and the Majority Holders shall thereupon have the right to exercise the Option on behalf of all Holders as to the number of Option Shares for which the Option was exercisable at the Request Date less the sum of (A) the number of shares covered by the Option in respect of which payment has been made pursuant to SECTION 8(A)(II) and (B) the number of shares covered by the portion of the Option (if any) that has been repurchased. The Majority Holders shall then notify Issuer of their determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, all of Holder's rights under this SECTION 8 shall terminate on the date of repurchasetermination of this Option pursuant to SECTION 3(A) (other than any termination due to the complete exercise of the Option). (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in SECTION 8(D)(I), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in SECTION 7(B), or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the Nasdaq Small Cap Market (or if Issuer Common Stock is not quoted on the Nasdaq Small Cap Market, the highest price per share as quoted on the principal trading market or securities exchange on which such shares are traded or as reported by a recognized source chosen by Holder) during the 60 trading days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's Assets, the Applicable Price shall be the sum of (A) the price paid in such sale for such Assets and (B) the current market value of the remaining Assets of Issuer as determined by an independent nationally recognized investment banking firm selected by Holder and reasonably acceptable to Issuer (which determination shall be conclusive for all purposes of this Agreement), divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid, or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control Triggering Event occurs (as defined in Control, unless the Issuer at such time has given notice of redemption pursuant to Section 3.07 of the Indenture) at any time, each Holder will have the right to require the Issuer shall be required to make an offer (a “Change of Control Offer”) to purchase on the Purchase Date repurchase all or any part (equal to a minimum denomination of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of this Note such Holder’s Notes at a purchase price in cash in an amount equal to 101% of the aggregate principal amount hereofof the Notes repurchased, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to (but not including) the Purchase Date repurchase date (subject to the rights of Holders of record on the relevant regular record dates date to receive interest due on the relevant interest payment date). If Holders of not less than 90% of aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer, or a third Person making such Change of Control Offer in lieu of the Issuer as described in Section 4.14(e) which date shall be no earlier than 30 days nor later than 60 days from of the date notice Indenture, repurchases all of the Notes held by such offer is mailedHolders, other than as required by law. The the Issuer shall will have the right to redeem all of the Notes that remain outstanding following such repurchase at the redemption price equal to the purchase all Notes properly and timely tendered price in the Change of Control Offer and plus, to the extent not withdrawn included in accordance with the procedures set forth in such notice. The Change of Control Offer will statepayment, among accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date). (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, any Net Proceeds therefrom (other things, the procedures than Excluded Net Proceeds) that Holders are not applied or invested as provided in Section 4.10 of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when will constitute Excess Proceeds. Within thirty (30) days after the aggregate amount of Excess Proceeds exceeds $25 million30,000,000, the Issuer shall be required to will make an offer Asset Sale Offer to all of the Holders to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, Proceeds at a redemption purchase price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu DebtNotes, plus in each case, accrued and unpaid interest, if any, to (but not including) the purchase date (subject to the rights of repurchaseHolders on the relevant regular record date to receive interest due on the relevant interest payment date). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in In the Indenture) at any timeevent that, pursuant to Section 4.15 or Section 4.16 hereof, the Issuer shall be required to commence an offer to all Holders to purchase on Notes (a "Repurchase Offer"), the Issuer shall follow the procedures specified below. The Repurchase Offer shall remain open for a xxxxxx xx 00 Xxxxxxxx Xxxx xxxxxxxxx xxs commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer shall purchase at the purchase price (as determined in accordance with Section 4.15 or 4.16, as applicable, hereof), the aggregate principal amount of Notes required to be purchased pursuant to Section 4.15 or 4.16, as applicable, hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Issuer shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of such Repurchase Offer, shall state: (a) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.15 or Section 4.16, as the case may be, hereof, and the length of time the Repurchase Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any part Note not tendered or accepted for payment shall continue to accrue interest; (equal d) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to any Repurchase Offer may elect to have Notes purchased in integral multiples of $1,000 only; (f) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or an integral multiple thereoftransfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of this Note at the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase price and a statement that such Holder is withdrawing his election to have such Notes purchased; and (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Notes shall be selected for purchase pursuant to the terms of Section 3.02, and that Holders whose Notes were purchased only in cash part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Repurchase Offer, (b) deposit with the Paying Agent an amount equal to 101% the Offer Amount in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount hereof, plus any accrued of Notes or portions thereof being purchased by the Issuer and unpaid interest, premium and Additional Amounts, if any, to that such Notes or portions thereof were accepted for payment by the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change terms of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchasethis Section 3.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) ), which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.

Repurchase at the Option of Holders. If Asset Sales (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (i) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration in respect of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) if the Asset Sale would result a Change disposition of Control Triggering Event occurs (as defined in more than 10% of the Indenture) at any timetotal assets of the Issuer and each Restricted Subsidiary, the Issuer shall obtains the consent (which, for greater certainty may be required obtained in writing) from Holders of a majority of the aggregate principal amount of the Notes then outstanding; and (iii) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to offer to purchase be cash: (A) any liabilities, as shown on the Purchase Date all Issuer’s or such Restricted Subsidiary’s most recently available annual or quarterly balance sheet, of the Issuer or any part of its Restricted Subsidiaries (equal other than contingent liabilities and liabilities that are by their terms subordinated to $1,000 the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability; (B) any notes or other obligations received by the Issuer or any such Restricted Subsidiary in such Asset Sale that are converted within 365 days by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (C) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale, having an integral multiple thereofaggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) (without giving effect to subsequent changes in value that is at the time outstanding), not to exceed 10% of this Note the Consolidated Net Tangible Assets of the Issuer measured at a purchase price in cash in the time the determination is made. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or its Restricted Subsidiaries may apply an amount equal to 101such Net Proceeds to, at its option, any combination of the following purposes: (i) to permanently repay, prepay, redeem, purchase or repurchase First-Lien Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien and, if the Indebtedness so repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; or (ii) to reinvest in new assets and make any capital expenditure in or that is used or useful in a Permitted Business or to purchase Replacement Assets (or enter into a binding agreement to make such capital expenditure or to purchase such Replacement Assets), provided that (A) such capital expenditure or purchase is consummated within the later of (x) 365 days after the receipt of the Net Proceeds from the related Asset Sale and (y) 180 days after the date of such binding agreement and (B) if such capital expenditure or purchase is not consummated within the period set forth in subclause (A) of this Section 7.15(b)(ii) the amount not so applied will be deemed to be Excess Proceeds (as defined below). (c) Pending the final application of any such Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (d) An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs will constitute “Excess Proceeds.” If on any date, the aggregate amount of Excess Proceeds exceeds $5.0 million, then within ten Business Days after such date, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other First-Lien Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other First-Lien Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, interest to the Purchase Date date of purchase (subject to the rights right of Holders of record on the relevant record dates date to receive interest due on the relevant interest payment date), and will be payable in cash. The Issuer may satisfy the foregoing obligation with respect to such Excess Proceeds from an Asset Sale by making an Asset Sale Offer in advance of being required to do so by this Indenture (an “Advance Offer”) which date with respect to all or part of the available Excess Proceeds (the “Advance Portion”). If any Excess Proceeds remain unapplied after the consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture; provided that pending any such application, the proceeds of the Asset Sale, whether assets, property or cash, are subject to a First-Priority Lien under Section 8. If the aggregate principal amount of Notes and other First-Lien Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes (and the Issuer or the respective agent for such other First-Lien Indebtedness shall select such other First-Lien Indebtedness) to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or in integral multiples of $1,000 in excess thereof, shall be purchased , and the Issuer or the respective agent for such other First-Lien Indebtedness shall make such adjustments for such other First-Lien Indebtedness). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds. (e) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, will be governed by Section 7.14 and/or Section 12.1, and not by the provisions of this Section 7.15. (f) If the Asset Sale Offer purchase date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (g) Within five Business Days after the Issuer is obligated to make an Asset Sale Offer as described in the preceding paragraphs, the Issuer will deliver a written notice to the Holders, accompanied by such information regarding the Issuer and its Affiliates as the Issuer in good faith believes will enable such Holders to make an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered. (h) Without limiting the foregoing: (i) any Holder may decline any offer of prepayment pursuant to this Section 7.15; and (ii) the failure of any such Holder to accept or decline any such offer is mailed, other than as required of prepayment shall be deemed to be an election by law. such Holder to decline such prepayment. (i) The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance will comply with the procedures set forth requirements of any Applicable Securities Legislation to the extent such requirements are applicable in such notice. The Change connection with each repurchase of Control Offer will state, among other things, the procedures that Holders of the Notes must follow pursuant to accept the Change of Control an Asset Sale Offer. In accordance To the extent that the provisions of any Applicable Securities Legislation conflict with the Asset Sale provisions of this Indenture, when or compliance with the aggregate amount Asset Sale provisions of Excess Proceeds exceeds $25 millionthis Indenture would constitute a violation of Applicable Securities Legislation, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased will comply with the amount of Excess Proceeds, at a redemption price equal to (solely in the case of the Notes) 100% of the principal amount of such Note Applicable Securities Legislation and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case, accrued interest, if any, to the date of repurchase.will not be

Repurchase at the Option of Holders. If A Holder shall have the option to require the Company to repurchase any outstanding Notes on each of December 1, 2020, December 1, 2027, December 1, 2034 and December 1, 2041 (each, a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date) which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer shall be required to make an offer to purchase the Notes and any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of Excess Proceeds“Designated Repurchase Date”), at a redemption price (the “Designated Repurchase Price”) which shall be paid in cash, equal to (solely in the case of the Notes) 100% of the principal amount of such Note the Notes to be repurchased plus any accrued and (solely unpaid interest to but excluding the Designated Repurchase Date; provided, however, that the Company shall pay any accrued and unpaid interest on the applicable Interest Payment Date to Holders of the Notes as of the preceding Regular Record Date. Not later than 20 Business Days prior to the Designated Repurchase Date, the Company shall deliver a written notice to the Trustee and to each Holder at their addresses shown in the case of Pari Passu Debt) no greater than 100% register of the principal amount Registrar (or accreted valueand to beneficial owners as required by applicable law), as applicablewhich shall include a form of Repurchase Notice to be completed by the Noteholder and shall state: (i) the last date on which the repurchase right may be exercised; (ii) the Designated Repurchase Price; (iii) the Designated Repurchase Date; (iv) the name and address of such Pari Passu Debt, plus the Paying Agent and the Conversion Agent; (v) the then current Applicable Conversion Rate and any adjustments thereto; (vi) that Notes with respect to which a Repurchase Notice is given by the Holder may be converted pursuant to Article 10 hereof only if the Repurchase Notice has been withdrawn in each case, accrued interest, if any, accordance with the terms of this Indenture; and (vii) the procedures a Holder must follow to the date of repurchaseexercise rights under this Section 3.01(b).