Indenture
On September 11, 2018, the Company entered into a Base Indenture (the Base Indenture) and a First Supplemental Indenture (the
First Supplemental Indenture and together with the Base Indenture, the Indenture) relating to the issuance of the notes, by and between the Company and U.S. Bank National Association, as trustee (the Trustee). The
notes will bear interest at a rate of 2.125% per year, payable semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2019. The notes will mature on September 1, 2024, unless earlier
repurchased or redeemed by the Company or converted pursuant to their terms.
The initial conversion rate of the notes is 101.2812 shares
of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $9.87 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will
not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a Make-Whole Fundamental Change prior to the maturity date or if the Company gives a Notice of Optional Redemption (each as defined in the Indenture), the
Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such Make-Whole Fundamental Change or Notice of Optional Redemption.
Prior to the close of business on the business day immediately preceding June 1, 2024, the notes will be convertible only under the
following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 29, 2018 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
(2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the
measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls the notes for redemption at any time prior to the close of
business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after June 1, 2024, until the close of business on the second scheduled trading day
immediately preceding the maturity date, holders of the notes may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a
combination of cash and shares of Common Stock, at the Companys election.
If the Acquisition is not consummated for any reason by
January 23, 2019, or if the definitive unit purchase agreement with Coriant is terminated for any reason (other than by consummation of the Acquisition), the Company may redeem all, but not less than all, of the outstanding notes for cash on a
redemption date to occur on or prior to April 23, 2019 for a redemption price for each $1,000 principal amount of notes equal to the sum of (i) $1,020, (ii) accrued and unpaid interest on such notes to, but excluding, the redemption date and
(iii) 75% of the excess, if any, of the Redemption Conversion Value (as defined in the Indenture) over the Initial Conversion Value (as defined in the Indenture).
The Company may redeem for cash all, but not less than all, of the notes, at its option, on or after September 5, 2021, if the last
reported sale price of the Common Stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading
day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date.
No sinking fund is provided for the notes. Upon the occurrence of a Fundamental
Change (as defined in the Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the notes for cash at a price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued
and unpaid interest to, but excluding, the Fundamental Change repurchase date.
The notes are the Companys senior unsecured
obligations and will rank senior in right of payment to any of the Companys indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with the Companys unsecured indebtedness that is not so
subordinated; effectively junior in right of payment to any of the Companys secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other
liabilities of the Companys current or future subsidiaries (including trade payables).
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